Terms & Conditions of Business

1. Parties and application

1.1 These Master Terms are between:

(a) Wokingham IT Limited, trading as digital thing, incorporated in England and Wales under company number 11988326, whose registered office is at Level 2 Easthampstead Works, Town Square, Bracknell, RG12 1BH (Supplier, we, us or our); and

(b) the person or entity identified in the applicable Work Order (Client, you or your).

1.2 These Master Terms apply to all Services supplied by the Supplier. The applicable service-specific terms, including the Consultancy Terms, Hosting Terms, Telecoms Terms or other terms identified in the Work Order, also form part of the Agreement.

2. Definitions and interpretation

2.1 In these Terms:

Agreement means these Master Terms, the applicable Service Terms, each Work Order and any document expressly incorporated into them.

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client Materials means information, data, content, software, credentials, branding, documents and other materials supplied by or on behalf of the Client.

Deliverables means the materials expressly identified as deliverables in a Work Order or applicable Service Terms.

Fees means the fees stated in a Work Order, together with any other amounts payable under the Agreement.

Services means the services described in a Work Order and the applicable Service Terms.

Service Terms means the Supplier’s service-specific terms identified in the relevant Work Order.

Work Order means a written order, quotation, proposal, statement of work or other document describing the Services and accepted by the parties.

2.2 References to legislation include amendments, extensions and replacements.

2.3 References to writing include email.

2.4 Headings do not affect interpretation. The singular includes the plural and vice versa.

3. Contract formation and precedence

3.1 The Agreement is formed when:

(a) both parties sign a Work Order;

(b) the Client accepts a quotation or proposal identifying the applicable terms; or

(c) the Supplier begins providing Services following the Client’s written or electronic acceptance.

3.2 Each Work Order is a separate engagement unless it expressly provides otherwise.

3.3 The documents forming the Agreement have the following order of precedence:

(a) the Work Order, but only to the extent that it expressly identifies the provision it overrides;

(b) the applicable Service Terms;

(c) these Master Terms; and

(d) any policy expressly incorporated into the Agreement.

3.4 The Client’s purchase order or other administrative document does not amend the Agreement unless expressly accepted in writing by the Supplier.

3.5 A Work Order may specify a different minimum term, renewal period, notice period or cancellation formula, but only if it expressly identifies and overrides this clause.

4. Services

4.1 The Supplier shall provide the Services described in the applicable Work Order and Service Terms.

4.2 The Supplier may use employees, subcontractors and third-party providers to provide the Services. The Supplier remains responsible for its subcontractors’ performance to the extent required by law.

4.3 The Supplier may make reasonable changes to the Services where necessary to comply with law, security requirements, third-party requirements or technological developments, provided that the change does not materially reduce the agreed functionality.

4.4 Dates and timescales are estimates unless the Work Order expressly states that a date is contractually binding.

4.5 The Supplier is not responsible for delay or failure caused by:

(a) the Client’s act or omission;

(b) inaccurate or incomplete Client Materials;

(c) failure to provide access, approvals, information or instructions;

(d) a third-party provider, platform or network; or

(e) an event outside the Supplier’s reasonable control.

4.6 The Supplier may refuse or postpone work until it has received any required signed Work Order, deposit, advance payment, access, information or approval.

5. Client obligations

5.1 The Client shall:

(a) provide accurate and complete information and Client Materials;

(b) provide timely access, permissions, approvals and decisions;

(c) ensure that it has all rights and permissions required for the Supplier to use the Client Materials;

(d) comply with applicable laws relating to its business, content, data and use of the Services;

(e) maintain appropriate backups unless the applicable Service Terms expressly provide otherwise; and

(f) maintain the confidentiality of account credentials and notify the Supplier promptly of suspected unauthorised access.

5.2 The Client shall not use the Services unlawfully or in a manner that may damage, disrupt or compromise the Supplier’s systems, network, personnel or other customers.

5.3 The Client shall indemnify the Supplier against third-party claims, losses and reasonable costs arising from:

(a) the Client’s breach of this clause 5; or

(b) the Supplier’s authorised use of Client Materials,

except to the extent caused by the Supplier’s negligence or breach of the Agreement.

6. Fees, invoices and payment

6.1 Fees, payment intervals and payment dates are set out in the Work Order or applicable Service Terms.

6.2 Unless stated otherwise, all Fees are exclusive of VAT and other applicable taxes.

6.3 The Supplier may invoice in pounds sterling. The Client is responsible for any bank, currency-conversion or international-payment charges.

6.4 Invoices are payable on receipt unless a different due date is stated in the Work Order or invoice.

6.5 The Client shall pay invoices without set-off, deduction, withholding, abatement or counterclaim, except where required by law.

6.6 If the Client disputes an invoice, it must notify the Supplier in writing within seven calendar days, identifying the disputed amount and the reasons for the dispute. The Client shall pay all undisputed amounts by the due date.

6.7 A dispute does not entitle the Client to withhold any amount that is not genuinely disputed.

6.8 The Supplier may charge interest on overdue sums at the rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998, together with applicable statutory compensation and reasonable recovery costs.

6.9 The Supplier may suspend Services in accordance with clause 12 if undisputed Fees remain unpaid.

7. Recurring Services, minimum terms and renewal

7.1 Unless the Work Order expressly states otherwise, each recurring Service has a minimum term of 12 months beginning on its commencement date.

7.2 At the end of the initial minimum term, and each subsequent renewal term, the Service automatically renews for a further 12-month period unless either party gives at least three months’ written notice before the relevant expiry date.

7.3 Notice of non-renewal does not terminate the Service immediately. The Client remains liable for Fees falling due during the applicable notice period.

7.4 If the Client cancels a recurring Service before expiry of its minimum or renewal term, other than because of the Supplier’s material breach which remains unremedied, the Client shall pay:

(a) Fees accrued up to the effective cancellation date;

(b) unpaid third-party, implementation, mobilisation and other committed costs; and

(c) the Fees that would have become payable for the remaining months of the applicable term, less amounts the Supplier reasonably saves or recovers by mitigation.

7.5 The amount payable under clause 7.4 is subject to any more specific formula in the applicable Service Terms or Work Order. The Supplier shall not recover the same loss more than once.

7.6 The parties intend clause 7.4 to protect the Supplier’s legitimate interests in committed resources, capacity, third-party arrangements and minimum revenue commitments. It is not intended to impose a punishment.

8. Retainer hours

8.1 Unless the Work Order or applicable Service Terms state otherwise, retainer hours:

(a) are available only during the relevant calendar month;

(b) expire automatically at the end of that month;

(c) cannot be carried forward, exchanged for cash or transferred to another Service; and

(d) are non-refundable if unused.

8.2 Retainer hours are forfeited if the Client fails to provide information, access, approvals or instructions reasonably required for the Supplier to use them.

9. Intellectual property

9.1 Each party retains ownership of intellectual property rights it owned before the Agreement or develops independently of it (Background Materials).

9.2 The Client grants the Supplier a non-exclusive, royalty-free licence to use Client Materials solely to provide the Services.

9.3 Subject to clause 9.4, intellectual property rights in Deliverables created specifically for the Client transfer to the Client when the Client has paid all Fees and other sums due under the relevant Work Order and Agreement in full.

9.4 Until full payment:

(a) the Supplier retains ownership of the Deliverables; and

(b) the Client has only a limited, non-transferable licence to use the Deliverables for the purposes agreed in the Work Order.

9.5 Supplier Background Materials, tools, templates, methodologies, know-how, software and third-party materials remain the property of the Supplier or relevant third party. The Supplier grants the Client a non-exclusive licence to use them only to the extent necessary to use the paid-for Deliverables.

9.6 The Client shall not remove proprietary notices or permit unauthorised access to the Supplier’s Background Materials.

10. Confidentiality

10.1 Each party shall keep confidential all confidential information received from the other party and shall use it only to perform or receive the Services.

10.2 This obligation does not apply to information that:

(a) is public other than through breach of the Agreement;

(b) was lawfully known before disclosure;

(c) is independently developed; or

(d) must be disclosed by law or a competent authority.

10.3 A party may disclose confidential information to its employees, professional advisers, subcontractors and suppliers who need to know it and are bound by confidentiality obligations.

10.4 This clause survives termination for five years, except that trade secrets remain protected for so long as they retain that character.

11. Data protection

11.1 Each party shall comply with applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018.

11.2 Where the Supplier processes personal data on the Client’s behalf, the parties shall comply with the data-processing provisions in the applicable Service Terms or a separate data-processing agreement.

11.3 The Client warrants that it has a lawful basis for providing personal data to the Supplier and giving the Supplier instructions concerning that data.

12. Suspension

12.1 If any undisputed amount remains unpaid after the applicable notice procedure, the Supplier may suspend all Services and all active Work Orders for the Client.

12.2 The Supplier may suspend all Services immediately where reasonably necessary to address:

(a) a security threat;

(b) unlawful or prohibited use;

(c) a risk to the Supplier’s systems, network, staff or other customers; or

(d) a third-party provider’s suspension or withdrawal of an essential service.

12.3 The Supplier shall, where reasonably practicable, notify the Client of the reason for suspension and the steps required for reinstatement.

12.4 Suspension does not affect the Client’s liability for Fees, minimum-term commitments, reserved capacity, third-party charges or other sums accruing during suspension, unless the applicable Service Terms expressly provide otherwise.

12.5 The Supplier may charge reasonable reinstatement or reactivation costs.

13. Termination

13.1 Either party may terminate a Work Order by written notice if the other party commits a material breach and, where capable of remedy, fails to remedy it within 14 days after receiving written notice.

13.2 The Supplier may terminate immediately by written notice where:

(a) the Client repeatedly fails to pay undisputed invoices;

(b) the Client materially breaches an acceptable-use, security or legal requirement;

(c) continued performance would expose the Supplier to legal, regulatory or security risk; or

(d) the Client becomes insolvent, enters an arrangement with creditors, has a receiver or administrator appointed, or ceases or threatens to cease carrying on business.

13.3 Termination does not affect accrued rights.

13.4 On termination, the Client shall immediately pay:

(a) all accrued Fees;

(b) approved expenses and committed third-party costs;

(c) any applicable minimum-term, cancellation or early-termination charges; and

(d) all other sums properly due under the Agreement.

13.5 The Supplier may invoice those sums immediately. Unless the invoice states otherwise, they are payable within seven calendar days.

13.6 On termination, each party shall return or securely delete the other party’s confidential information, subject to legal, regulatory, insurance and backup-retention requirements.

14. Handover and transition assistance

14.1 Following expiry or termination, and subject to clause 14.3, the Supplier shall provide the handover materials specified in the applicable handover schedule, including, where applicable:

(a) paid-for source files;

(b) campaign assets and completed content;

(c) configuration materials and relevant credentials;

(d) completed Deliverables and Client Materials; and

(e) reasonable information required to transition to the Client or a replacement supplier.

14.2 Handover shall be provided within the period stated in the applicable Service Terms or handover schedule. If no period is stated, it shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

14.3 The Supplier may withhold materials relating to genuinely disputed sums, but not Client-owned materials solely because an invoice has been properly disputed and all undisputed sums have been paid.

14.4 The Client must provide all information, access and cooperation reasonably required for handover.

14.5 Transition assistance beyond the included handover is chargeable at the Supplier’s then-current rates, or at the rates stated in the Work Order. It is subject to:

(a) the Supplier’s availability;

(b) a written request describing the required assistance;

(c) the Supplier’s estimate of scope, timing and cost; and

(d) the Client’s approval where the estimated cost exceeds £1,000 excluding VAT.

14.6 Transition assistance shall not begin until the Client has paid all undisputed sums and any advance payment requested by the Supplier.

14.7 The Supplier is not required to provide unfinished work, Supplier Background Materials or third-party materials except to the extent expressly stated in the Work Order or applicable Service Terms.

14.8 The Client is responsible for verifying the handover materials, changing credentials, maintaining backups and managing the materials after handover.

15. Changes to terms and prices

15.1 The Supplier may update these Master Terms or Service Terms by publishing a revised version and giving reasonable notice.

15.2 A change will not alter a Work Order already in force unless:

(a) the Client agrees to the change;

(b) the change is required by law, regulation, security requirements or a third-party provider; or

(c) the Work Order permits the change.

15.3 If a change materially disadvantages the Client and is not required by law, the Client may terminate the affected recurring Services by giving 30 days’ written notice.

15.4 The Supplier may change Fees for recurring Services on at least 90 days’ written notice, subject to any fixed-price or fixed-term provision in the Work Order.

16. Force majeure

16.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including interruption of telecommunications, utilities, hosting infrastructure, third-party platforms or supply chains.

16.2 The affected party shall notify the other party and use reasonable endeavours to mitigate the effect.

17. General

17.1 Neither party may assign the Agreement without the other party’s prior written consent, except that the Supplier may assign it to a group company or purchaser of substantially all of its business.

17.2 The Client may not resell or make the Services available to a third party unless the Work Order expressly permits it.

17.3 Notices must be sent to the email or postal address stated in the Work Order. A notice sent by email is deemed received on the next Business Day, unless the sender receives an automated failure notice.

17.4 No variation is effective unless agreed in writing, except as permitted by clause 15.

17.5 If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall continue in force.

17.6 The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous discussions and representations. Nothing limits liability for fraud or fraudulent misrepresentation.

17.7 A person who is not a party has no right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999, except that the Supplier’s employees, subcontractors and suppliers may rely on the liability protections in clause 18.

17.8 Failure or delay in exercising a right is not a waiver of that right.

18. Liability

18.1 Nothing in the Agreement limits or excludes liability that cannot legally be limited or excluded, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or breach of rights implied by the Consumer Rights Act 2015 where applicable.

18.2 Subject to clause 18.1, the liability provisions in the applicable Service Terms apply to the relevant Services. If those Service Terms contain no liability provisions, the Supplier’s aggregate liability arising from the relevant Work Order shall not exceed 125% of the Fees paid or payable under that Work Order.

18.3 Subject to clause 18.1, neither party is liable for loss of profit, revenue, business, anticipated savings or goodwill, or for indirect or consequential loss.

18.4 The Supplier is not liable for loss, corruption or unauthorised disclosure of data to the extent caused by the Client’s failure to maintain appropriate backups, security or access controls.

18.5 The Client is responsible for the legality, accuracy and content of materials published or made available through the Services.

18.6 The limitations and exclusions in this clause apply whether the claim arises in contract, tort, including negligence, breach of statutory duty or otherwise.

19. Governing law and jurisdiction

19.1 The Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales.

19.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute arising from or connected with the Agreement.

These Website Development and E-commerce Terms apply where a Work Order identifies website design, development, redevelopment, migration, e-commerce, integrations, applications or related services. They form part of the Agreement with the Master Terms and applicable Work Order.

1. Definitions

Acceptance means acceptance under clause 8.

Client Materials means content, data, branding, images, products, specifications, software, credentials and other materials supplied or authorised by the Client.

Deliverables means the website, code, designs, configurations, documentation, integrations and other items expressly identified in the Work Order.

Development Environment means a test, staging or development environment used to create or test the Deliverables.

Third-Party Services means Shopify, payment providers, hosting, plugins, themes, applications, APIs, analytics tools, mailing platforms and other third-party services.

Work Order means the written order accepted by both parties describing the Services, Deliverables, Fees, assumptions and applicable project terms.

2. Scope and Work Order

2.1 The Supplier shall provide the Services and Deliverables described in the Work Order.

2.2 The Work Order shall identify, where applicable:

a. the platform and technology stack;

b. the project phases and Deliverables;

c. functional and technical requirements;

d. integrations and Third-Party Services;

e. Client responsibilities and dependencies;

f. milestones and estimated dates;

g. Fees and payment stages;

h. testing and Acceptance arrangements;

i. hosting, support and maintenance arrangements;

j. ownership and licensing provisions; and

k. exclusions and assumptions.

2.3 The Supplier is not required to provide any item not expressly included in the Work Order.

2.4 Optional, recommended or unpriced items are not included unless the Client expressly accepts them in writing.

2.5 The Supplier may use employees, contractors and subcontractors to provide the Services.

3. Project commencement and scheduling

3.1 The Supplier shall not be required to schedule or commence work until:

a. the Work Order has been signed or otherwise accepted;

b. any required deposit or prepayment has been received; and

c. the Client has provided the information, access, materials and approvals reasonably required to begin.

3.2 Dates and estimates are indicative unless the Work Order expressly states that a date is a contractual deadline.

3.3 The Supplier may revise the project plan where the scope changes, the Client delays, a dependency is unavailable or a Third-Party Service changes.

3.4 Work is normally performed remotely during standard business hours. On-site work, training, travel and out-of-hours work are chargeable unless expressly included.

4. Client responsibilities

4.1 The Client shall:

a. appoint an authorised project contact;

b. provide timely and accurate instructions, content and approvals;

c. provide lawful access to relevant systems and accounts;

d. obtain all required permissions, licences and consents;

e. review Deliverables promptly;

f. provide suitable personnel to make business and technical decisions;

g. ensure the accuracy and legality of Client Materials, products, prices and claims; and

h. maintain appropriate backups of its systems and data.

4.2 The Client warrants that the Supplier may use Client Materials for the purposes of providing the Services and that doing so will not infringe third-party rights.

4.3 The Supplier may rely on Client instructions, approvals and information without independently verifying them.

4.4 The Supplier is not responsible for delay, defects or additional costs caused by inaccurate information, late approvals, unavailable access, Client changes or Client-appointed suppliers.

5. Design and development process

5.1 Unless the Work Order states otherwise, the project may include:

a. discovery and requirements clarification;

b. design concepts or mock-ups;

c. development in a Development Environment;

d. content and data migration;

e. integration and configuration;

f. testing and Client review;

g. launch; and

h. post-launch correction of agreed defects.

5.2 The number of design concepts, revision rounds, pages, products, integrations, migration items and testing cycles is limited to the Work Order.

5.3 Feedback must be consolidated and provided by the authorised project contact. The Supplier may treat approved designs, specifications and functionality as fixed.

5.4 Changes requested after approval, or changes falling outside the Work Order, are Change Requests under clause 6.

6. Change Requests

6.1 Either party may request a change to the scope, functionality, technology, Deliverables, timetable or assumptions.

6.2 The Supplier may provide a written estimate or Change Request identifying:

a. the proposed change;

b. additional or reduced Fees;

c. effect on milestones and delivery dates;

d. revised dependencies; and

e. any effect on support, warranty or third-party charges.

6.3 The Supplier is not required to implement a Change Request until it has been approved in writing.

6.4 A request to correct a failure to meet the agreed scope is not a Change Request.

6.5 If the Client asks the Supplier to proceed before a Change Request is formally documented, the Supplier may charge for the work at its applicable hourly rates.

6.6 The Supplier may reject a proposed change where it is technically unsafe, unlawful, incompatible with the platform or likely to materially affect the project.

7. Third-Party Services and platforms

7.1 The Client acknowledges that websites and e-commerce stores may depend on Third-Party Services.

7.2 The Client is responsible for:

a. opening and maintaining required accounts;

b. paying subscription, transaction, licence and usage charges;

c. accepting applicable third-party terms;

d. providing accurate account and business information; and

e. complying with platform policies.

7.3 The Supplier does not control and does not warrant the availability, security, compatibility, pricing, functionality or continued operation of a Third-Party Service.

7.4 A Third-Party Service may change its API, pricing, functionality, policies, technical requirements or availability without notice.

7.5 The Supplier may charge for adapting the Deliverables to a Third-Party Service change unless the Work Order expressly includes that work.

7.6 The Supplier is not responsible for rejected payments, account suspension, transaction failures, platform outages, application incompatibility or changes made by a third party.

8. Testing and Acceptance

8.1 When the Supplier considers a phase or Deliverable ready for review, it may notify the Client that it is ready for testing.

8.2 The Client shall test and either:

a. accept the relevant Deliverable; or

b. provide a written list of material deviations from the agreed Work Order,

within 10 Business Days, unless the Work Order states a different period.

8.3 A Deliverable is deemed accepted when:

a. the Client confirms acceptance;

b. the Client uses it in a live or production environment;

c. the Client fails to provide a valid defect notice within the applicable review period; or

d. the Client requests or authorises launch.

8.4 A valid defect notice must identify the relevant requirement and explain the material failure.

8.5 The Supplier shall use reasonable endeavours to correct a verified material defect within a reasonable period.

8.6 Acceptance does not require the Deliverable to be free from minor defects that do not materially affect its intended use.

8.7 Acceptance does not make the Supplier responsible for Client Materials, third-party failures, matters outside the Work Order or changes made by the Client or another provider.

9. Launch and migration

9.1 Launch is subject to:

a. Client Acceptance;

b. payment of amounts due for the relevant phase;

c. the Client providing final content and credentials;

d. required Third-Party Services being active; and

e. the Client approving the launch plan.

9.2 The Supplier may postpone launch where it reasonably considers that launch would create material technical, legal, security or operational risk.

9.3 The Client is responsible for confirming that:

a. prices, products and stock information are accurate;

b. delivery, returns and payment arrangements are operational;

c. legal notices and privacy information are suitable;

d. tracking and analytics are correctly configured; and

e. the website is ready for business use.

9.4 Unless expressly included, the Supplier does not guarantee search-engine ranking, traffic, conversions, sales, revenue, accessibility certification, legal compliance or uninterrupted operation.

9.5 Migration is subject to the quality, format and availability of the source data. The Supplier is not responsible for errors in source data or data that cannot reasonably be extracted.

9.6 URL redirects, search-engine migration work and SEO support are included only where expressly stated in the Work Order.

10. E-commerce responsibilities

10.1 The Client remains responsible for operating its online business, including:

a. product descriptions, prices and stock;

b. tax and VAT treatment;

c. delivery, returns, refunds and cancellation policies;

d. customer communications;

e. payment-provider arrangements;

f. consumer and trading-law compliance;

g. product safety and regulatory requirements; and

h. fulfilment and customer service.

10.2 The Supplier may configure e-commerce functionality according to the Work Order but does not provide legal, tax, accounting or regulatory advice.

10.3 The Client shall independently verify calculations, discounts, delivery rules, tax settings, order logic, payment flows, notifications and reports before launch.

10.4 The Supplier is not responsible for losses caused by incorrect Client settings, product data, prices, tax rules, fulfilment instructions or payment-provider configuration.

10.5 The Client shall not use the website to sell unlawful products or products in breach of a platform’s acceptable-use rules.

11. Data protection and security

11.1 Each party shall comply with applicable data protection law, including the UK General Data Protection Regulation and Data Protection Act 2018.

11.2 The Client shall ensure that it has an appropriate privacy notice, lawful basis, cookie arrangements and other compliance measures for its website and e-commerce activities.

11.3 The Supplier may process Client data as necessary to provide the Services. Where the Supplier processes personal data on the Client’s behalf, the parties shall enter into the applicable Data Processing Agreement.

11.4 The Client shall not provide unnecessary personal data, payment-card data or special-category data to the Supplier.

11.5 The Supplier shall not be responsible for a security incident caused by Client Materials, Client credentials, Client configuration, unsupported software, a Third-Party Service or unauthorised changes, except to the extent caused by the Supplier’s breach.

12. Code, AI-generated code and third-party components

12.1 The Client remains responsible for code, scripts, plugins, configurations and other software supplied, introduced or approved by it, including AI-generated or AI-assisted code.

12.2 Unless expressly reviewed and approved in writing by the Supplier, Client-supplied or AI-generated code is outside the Supplier’s warranty and included maintenance scope.

12.3 The Supplier does not warrant that such code is secure, accurate, compatible, lawful, non-infringing or fit for purpose.

12.4 The Supplier may charge for investigating, testing, securing, correcting, replacing, disabling or removing Client-supplied or AI-generated code.

12.5 If code creates a material security, legal, operational or availability risk, the Supplier may disable, isolate, restrict or remove it without prior notice where reasonably necessary. The Supplier shall notify the Client as soon as reasonably practicable.

12.6 The Supplier may incorporate open-source and third-party components. Those components remain subject to their applicable licences and terms.

13. Maintenance and support

13.1 Development Fees do not include continuing support, hosting, maintenance, content changes, security updates or compatibility work unless expressly stated in the Work Order.

13.2 Post-launch correction is limited to verified defects in the Deliverables that reproduce against the agreed specification and are reported within the period stated in the Work Order.

13.3 The Supplier may charge for work caused by:

a. Client changes;

b. third-party changes;

c. unsupported software;

d. platform or API changes;

e. hosting or DNS issues;

f. security incidents;

g. inaccurate Client Materials; or

h. requirements outside the Work Order.

13.4 Website hosting, technical support and maintenance are governed by the applicable service-specific terms.

14. Intellectual property and ownership

14.1 Subject to full payment of all Fees and other sums due under the relevant Work Order, the Supplier assigns to the Client the intellectual property rights owned by the Supplier in final, Client-specific Deliverables created specifically for that Client.

14.2 The assignment does not include:

a. Supplier Background Materials;

b. pre-existing code, frameworks, templates, themes, tools or methodologies;

c. generic know-how, techniques and concepts;

d. open-source or third-party materials;

e. hosting, platform or account infrastructure; or

f. materials licensed rather than owned by the Supplier.

14.3 The Supplier retains ownership of Supplier Background Materials. To the extent incorporated into a Deliverable, the Supplier grants the Client a perpetual, worldwide, non-exclusive licence to use those materials as part of that Deliverable.

14.4 Third-party materials remain subject to the relevant third party’s terms. The Client shall obtain and maintain all required licences.

14.5 Ownership and licence rights do not transfer until all relevant sums have been paid in full.

14.6 The Client grants the Supplier a non-exclusive licence to use Client Materials solely to provide the Services.

14.7 Unless the Work Order states otherwise, the Supplier may identify the Client as a customer and display a non-confidential screenshot or link to the completed website in its portfolio.

15. Fees, cancellation and project termination

15.1 Fees, payment stages and any deposit are stated in the Work Order.

15.2 A deposit or prepayment may be applied against project Fees but does not reserve a right to cancel without liability.

15.3 If the Client postpones or cancels scheduled work, it shall give at least five Business Days’ written notice.

15.4 Where insufficient notice is given, the Supplier may charge for reserved time that cannot reasonably be redeployed, together with work performed, committed costs and non-refundable third-party charges.

15.5 If the Client cancels a project before completion, the Client shall pay:

a. Fees for Services performed or substantially performed;

b. approved Change Requests;

c. reserved and non-redeployable personnel or capacity;

d. committed and non-refundable third-party costs; and

e. reasonable demobilisation and handover costs.

15.6 The Supplier shall credit amounts already paid against the sums due and shall not recover the same loss twice.

15.7 The parties intend these cancellation provisions to protect legitimate commercial interests and not to impose a punishment. Their enforceability depends on the circumstances in which they operate, consistently with Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67.

15.8 If the Client fails to provide required materials, access or decisions for 30 days, the Supplier may pause or terminate the affected project on written notice and invoice the sums properly due.

16. Handover

16.1 Subject to payment of all sums properly due, the Supplier shall provide the handover materials identified in the Work Order or handover schedule.

16.2 Handover may include:

a. source code owned by the Supplier and assigned under clause 14;

b. final design files;

c. Client-owned content and data;

d. configuration materials;

e. account and access information held for the Client; and

f. reasonable technical documentation.

16.3 Unless otherwise stated, handover shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

16.4 Transition, migration and technical assistance beyond the included handover are chargeable at the Supplier’s then-current rates.

16.5 The Supplier shall not withhold Client-owned materials solely because of a genuine invoice dispute, provided the Client pays undisputed sums. Materials specifically attributable to the disputed amount may be withheld to the extent permitted by law.

17. Client indemnity

17.1 The Client shall indemnify the Supplier against third-party claims, losses and reasonable costs arising from:

a. Client Materials;

b. Client instructions or approvals;

c. infringement by Client Materials;

d. unlawful or misleading products, content or claims;

e. the Client’s operation of its website or store; or

f. the Client’s breach of applicable law or Third-Party Service terms,

except to the extent caused by the Supplier’s breach, negligence or wilful misconduct.

18. Liability

18.1 The Supplier shall perform the Services with reasonable care and skill.

18.2 Except as expressly stated in the Agreement, the Supplier does not warrant that the Deliverables will be uninterrupted, error-free, secure, compatible with every system or capable of achieving a particular commercial result.

18.3 Liability is subject to the Master Terms and applicable service-specific terms.

18.4 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence under Unfair Contract Terms Act 1977, s 2.

18.5 Where the Client is a consumer, applicable statutory rights under Consumer Rights Act 2015 are not excluded.

19. Order of precedence

19.1 If there is an inconsistency, the following order applies:

a. the Work Order, but only where it expressly overrides a provision;

b. these Website Development and E-commerce Terms;

c. applicable Technical Support, Hosting, Marketing or SEO Terms; and

d. the Master Terms.

19.2 Third-Party Service terms continue to apply to the relevant platform, software or service.

20. General

20.1 The Supplier may update these Terms in accordance with the Master Terms.

20.2 These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to mandatory statutory rights.

These Technical Support and Maintenance Terms apply where a Work Order identifies technical support, maintenance, managed support, server support, application maintenance or related services. They form part of the Agreement with the Master Terms and applicable Work Order.

1. Definitions

Business Day means Monday to Friday, excluding public and bank holidays in England.

Client Systems means the Client’s websites, applications, servers, networks, devices, software, accounts and infrastructure supported under a Work Order.

Maintenance Services means maintenance, monitoring, patching, updates, troubleshooting, configuration and other services identified in a Work Order.

Support Services means technical support provided by the Supplier under a Work Order.

Supported Environment means the operating systems, applications, packages, devices and configurations identified in the Work Order or accepted by the Supplier in writing.

2. Scope of Services

2.1 The Supplier shall provide the Support Services and Maintenance Services described in the Work Order.

2.2 The Work Order shall identify, where applicable:

a. the Client Systems covered;

b. support hours and contact methods;

c. included support hours or retainer hours;

d. response targets and service levels;

e. supported software and environments;

f. maintenance, patching and monitoring included;

g. exclusions and third-party dependencies;

h. applicable Fees and minimum term; and

i. any handover or reporting requirements.

2.3 The Supplier may use employees, contractors, subcontractors and third-party providers to provide the Services.

2.4 Unless expressly stated in the Work Order, the Supplier does not provide continuous supervision of the Client’s business, guarantee uninterrupted operation, or undertake responsibility for the Client’s systems as a whole.

2.5 Dates and estimates are indicative only. Time shall not be of the essence unless the Work Order expressly states otherwise.

3. Support Hours and Contact

3.1 Unless the Work Order states otherwise, standard telephone support is available from 09:00 to 17:30 UK time on Business Days.

3.2 Email and ticket support is available during the hours stated in the Work Order. If the Work Order is silent, tickets may be submitted at any time but will be processed during standard support hours.

3.3 Extended weekday, weekend, out-of-hours and 24-hour support applies only where expressly included in the Work Order.

3.4 The Supplier provides support in English.

3.5 The Client is responsible for charges imposed by its telephone, internet or communications provider when contacting the Supplier.

3.6 The Supplier may require the Client to use its ticketing system and may decline to act on instructions from a person who is not an authorised contact or Account Owner.

4. Priorities and Response Targets

4.1 The Client shall provide sufficient information to enable the Supplier to assess and reproduce the issue.

4.2 The Supplier shall determine the priority of a support request acting reasonably. A request may be reclassified if its impact changes or the information supplied is inaccurate or incomplete.

4.3 Response times are targets only unless the Work Order expressly identifies them as binding service levels.

4.4 A response means acknowledgement and initial assessment. It is not a guarantee that the issue will be resolved within that period.

4.5 The Supplier may suspend the response clock while awaiting information, access, approval or action from the Client or a third party.

4.6 Support outside the stated hours is provided only where included in the Work Order or otherwise agreed and may be chargeable.

5. Included and Chargeable Work

5.1 Included Support Services are limited to the scope stated in the Work Order.

5.2 The Supplier may charge at its applicable ad-hoc rates for:

a. development or substantial code changes;

b. content, product or data-entry work;

c. new features or functionality;

d. migration or system replacement;

e. work caused by the Client’s changes or instructions;

f. unsupported or end-of-life software;

g. third-party software or provider failures;

h. security incidents caused by the Client or its users;

i. data recovery, restoration or forensic investigation;

j. vulnerability, load, penetration or compliance testing;

k. work requiring on-site attendance or out-of-hours support; and

l. work outside the Work Order.

5.3 The Supplier shall, where reasonably practicable, notify the Client before undertaking material chargeable work. Emergency work reasonably required to protect systems, data or service continuity may be undertaken without prior approval.

5.4 The Client shall pay for chargeable work at the rates stated in the Work Order or, if none are stated, the Supplier’s then-current rates.

6. Retainer Hours

6.1 Where the Work Order provides for a monthly retainer, the Client receives the number of hours stated in the Work Order during each relevant month.

6.2 Retainer hours:

a. may be used only for the Services identified in the Work Order;

b. are not transferable or refundable;

c. do not accrue or roll over; and

d. expire at the end of the month in which they are allocated.

6.3 The Supplier may carry out scheduled work using available retainer hours where the Client has failed to provide necessary instructions, access or materials.

6.4 Unused hours may be lost where the Client delays, postpones or prevents the Services from being performed.

6.5 Work exceeding the monthly allowance is chargeable at the applicable ad-hoc rate unless the Work Order states otherwise.

7. Scheduling, Postponement and Client Delay

7.1 Work requiring allocation of personnel or a scheduled delivery date will be scheduled only after:

a. the Work Order has been accepted;

b. required prepayment has been received; and

c. the Client has provided the information, access and approvals reasonably required.

7.2 The Client shall give at least five Business Days’ written notice of a requested postponement or cancellation of scheduled work.

7.3 If the Client gives less notice, the Supplier may charge for reserved time that cannot reasonably be redeployed.

7.4 If the Client fails to provide information, access, credentials, approvals or other dependencies, the Supplier may:

a. postpone the work;

b. charge for reserved or wasted time;

c. reallocate personnel;

d. treat affected work as completed to the extent reasonably possible; or

e. suspend the affected Services.

7.5 The Client remains responsible for delay caused by its personnel, systems, suppliers or instructions.

8. Maintenance and Patching

8.1 Where included in the Work Order, the Supplier may maintain supported:

a. operating systems and kernels;

b. web servers and databases;

c. supported runtimes;

d. hosting control panels;

e. mail and security services;

f. network and firewall components; and

g. other expressly identified software.

8.2 The Supplier shall use reasonable endeavours to apply relevant updates according to their severity, risk and operational impact.

8.3 Unless the Work Order states otherwise, target implementation periods are:

8.4 The Supplier may defer an update where it reasonably considers that installation may cause incompatibility, instability, data loss or material service interruption.

8.5 Planned maintenance may be notified at least 72 hours in advance where reasonably practicable.

8.6 Emergency maintenance, including work addressing zero-day vulnerabilities or serious security threats, may be undertaken without prior notice.

8.7 The Supplier is not responsible for maintaining unsupported, obsolete or end-of-life software, Client-developed code, third-party plugins or systems outside its administrative control.

9. Monitoring and Service Levels

9.1 Where included, the Supplier may monitor server availability, network connectivity, website HTTP status, resource use, security events and other technical indicators.

9.2 Monitoring is intended to assist diagnosis and response and is not a guarantee that every fault, attack, vulnerability or interruption will be detected.

9.3 Any uptime commitment or service credit applies only if expressly stated in the Work Order or applicable Hosting Services Terms.

9.4 The Supplier may use its own monitoring systems or an independent monitoring provider to assess availability and response times.

9.5 Service credits are subject to the relevant Work Order or service-specific terms and are not available for excluded events, including Client-caused failures, third-party failures, planned or emergency maintenance, misuse, attacks or force majeure.

10. Supported Environments

10.1 The Supplier’s standard support may include common supported Linux distributions and hosting packages identified in the Work Order.

10.2 Unless expressly agreed, the Supplier does not guarantee support for:

a. proprietary or unusual software;

b. unsupported operating systems;

c. end-of-life products;

d. bespoke integrations;

e. Client-developed applications;

f. unlicensed software;

g. hardware not supplied or managed by the Supplier; or

h. systems administered by another provider.

10.3 The Supplier may provide best-efforts support for non-standard environments. Such support may be chargeable and is provided without a guarantee of availability, security, compatibility or resolution.

11. AI-Generated and Client-Supplied Code

11.1 The Client remains responsible for all code, scripts, plugins, configurations and other software introduced, supplied or approved by the Client, including code generated or materially assisted by an artificial-intelligence tool (“AI-Generated Code”).

11.2 The Client shall not deploy AI-Generated Code into a live or production environment unless it has first been appropriately reviewed, tested and approved by a suitably competent person.

11.3 Unless the Supplier has expressly reviewed, tested and approved the relevant code in writing:

a. the code is outside the Supplier’s warranty, maintenance commitment and included Support Services;

b. the Supplier does not warrant that it is secure, accurate, compatible, lawful, non-infringing or fit for purpose; and

c. the Supplier is not responsible for loss, damage, vulnerability, data loss, security incident, incompatibility or degradation caused or contributed to by that code.

11.4 The Supplier may charge at its applicable ad-hoc rates for investigating, diagnosing, securing, modifying, testing, removing, replacing or supporting AI-Generated Code or other Client-supplied code.

11.5 If the Supplier reasonably considers that code creates a security, legal, operational, performance or availability risk, it may, without prior notice where reasonably necessary:

a. disable, isolate, restrict or remove the code;

b. suspend the affected feature, application, website or Service; or

c. apply temporary protective measures.

11.6 The Supplier shall notify the Client as soon as reasonably practicable. Where feasible, it shall preserve or make available a copy of removed code before deletion.

11.7 The exclusions in this clause apply only to the extent that the relevant loss or issue was caused or contributed to by the AI-Generated Code or other Client-supplied code.

12. Security and Acceptable Use

12.1 The Client shall:

a. keep credentials secure;

b. restrict administrative access;

c. use multi-factor authentication where available;

d. maintain supported software;

e. apply recommended security measures;

f. maintain appropriate backups; and

g. notify the Supplier promptly of suspected compromise.

12.2 The Client shall not use the Services to:

a. obtain unauthorised access;

b. distribute malware;

c. conduct attacks or disruptive testing without approval;

d. send spam or unlawful bulk communications;

e. infringe third-party rights;

f. host unlawful or harmful material; or

g. materially impair the Supplier’s systems or other customers’ services.

12.3 The Supplier may block traffic, isolate systems, reset credentials, disable code or suspend Services where reasonably necessary to address a security, legal or operational risk.

13. Backups and Data Recovery

13.1 The Client shall maintain independent backups of its critical data before and during the Services.

13.2 Unless expressly included, backup, restoration, data migration and recovery are not part of the Support Services.

13.3 Where backup services are included, their frequency, retention, location and restoration scope shall be stated in the Work Order or applicable Hosting Services Terms.

13.4 The Supplier does not guarantee that every backup will be complete, error-free or capable of restoring every file, database, application or configuration.

13.5 Restoration, export, investigation and recovery work outside the included scope is chargeable.

14. Client Authority and Access

14.1 The Client shall provide timely access to systems, accounts, premises, personnel and information reasonably required to provide the Services.

14.2 The Client warrants that it has authority to give instructions and grant access to Client Systems.

14.3 The Client shall promptly revoke access for persons no longer authorised and notify the Supplier of any suspected unauthorised access.

14.4 The Supplier may refuse an instruction where it reasonably believes that the instruction is unauthorised, unlawful, unsafe or likely to compromise the Client Systems or another person’s systems.

15. Fees, Minimum Term and Renewal

15.1 Fees, billing frequency, payment terms and any included hours are stated in the Work Order.

15.2 Unless the Work Order expressly states otherwise, recurring Support Services and Maintenance Services have a minimum term of 12 months.

15.3 The Services automatically renew for successive 12-month terms unless either party gives at least three months’ written notice before the end of the current term.

15.4 If the Client cancels during the minimum or renewal term, other than because of the Supplier’s unremedied material breach, the Client shall pay:

a. Fees accrued to the cancellation date;

b. the value of Services performed or substantially performed;

c. non-redeployable reserved personnel or capacity;

d. committed and non-refundable third-party costs; and

e. Fees for the remaining term, less amounts reasonably saved or recovered through mitigation.

15.5 The Supplier shall not recover the same loss twice. The parties intend the cancellation provisions to protect legitimate commercial interests and not to impose a punishment. Their enforceability depends on the circumstances in which they operate, consistently with Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67.

16. Suspension and Termination

16.1 The Supplier may suspend the Services in accordance with the Master Terms, including where:

a. sums are overdue;

b. the Client breaches these Terms;

c. there is a security or legal risk;

d. the Client’s conduct threatens the Supplier, its systems or another customer; or

e. a third-party provider suspends or withdraws a required service.

16.2 Suspension may affect the whole Client account and other active Work Orders where reasonably necessary to protect the Supplier, its systems or other customers.

16.3 Suspension does not release the Client from Fees, minimum-term commitments or other sums properly due.

16.4 On termination, the Client shall pay all accrued Fees, applicable cancellation charges and reasonable handover or transition charges.

17. Handover

17.1 Subject to the Master Terms and payment of all sums properly due, the Supplier shall provide the handover materials identified in the Work Order or handover schedule.

17.2 Handover materials may include:

a. source files;

b. configuration materials;

c. system documentation;

d. credentials held by the Supplier for transfer;

e. Client-owned data; and

f. reasonable information required to transition the Services.

17.3 If no period is stated, handover shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

17.4 Transition assistance beyond the included handover is chargeable at the Supplier’s then-current rates.

17.5 For a genuine and properly notified invoice dispute, the Client shall pay all undisputed sums. The Supplier shall not withhold Client-owned materials solely because of that dispute, but may withhold materials specifically attributable to the disputed amount to the extent permitted by law.

18. Reasonable Care and Liability

18.1 The Supplier shall perform the Services with reasonable care and skill.

18.2 Except as expressly stated in the Agreement, the Supplier does not warrant that the Services will be uninterrupted, error-free, secure, compatible with every system or capable of achieving a particular result.

18.3 The Client remains responsible for its systems, data, content, applications, licences, permissions, backups and business continuity.

18.4 Liability is subject to the Master Terms and applicable service-specific terms.

18.5 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence under Unfair Contract Terms Act 1977, s 2.

18.6 Where the Client is a consumer, applicable statutory rights and protections under Consumer Rights Act 2015 are not excluded.

19. Order of Precedence

19.1 If there is an inconsistency, the following order applies:

a. the Work Order, only where it expressly overrides a provision;

b. these Technical Support and Maintenance Terms;

c. applicable service-specific terms; and

d. the Master Terms.

19.2 Any third-party software, hosting, network or platform terms may also apply to the relevant third-party service.

20. General

20.1 The Client shall comply with applicable laws and maintain all licences required for its systems and software.

20.2 The Supplier may update these Terms in accordance with the Master Terms.

20.3 These Terms are governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction, subject to any mandatory statutory rights.

These SEO Services Terms apply where a Work Order identifies search-engine optimisation, keyword research, content optimisation, link-building, search reporting or related services. They form part of the Agreement with the Master Terms and the applicable Work Order.

1. Definitions

SEO Services means the search-engine optimisation services identified in a Work Order.

Search Engine means Google, Bing or any other search engine or search platform relevant to the SEO Services.

Client Materials means information, content, images, branding, data, products, websites, accounts and other materials supplied or authorised by the Client.

Deliverables means reports, keyword research, page content, metadata, recommendations, campaign assets and other materials expressly identified in the Work Order.

Ad Spend means advertising expenditure paid to a Search Engine or other advertising platform. Ad Spend is not included in the Fees unless expressly stated in the Work Order.

2. Scope of Services

2.1 The Supplier shall provide the SEO Services described in the Work Order.

2.2 The Work Order shall identify, where applicable:

a. the SEO plan selected;

b. target websites, domains and territories;

c. target keywords or keyword groups;

d. the number and type of pages or assets to be created or optimised;

e. reporting arrangements;

f. link-building or authority-building activities;

g. Client approvals and dependencies;

h. Fees and payment arrangements;

i. the minimum term; and

j. any exclusions or specific performance measures.

2.3 SEO Services may include:

a. keyword research and tracking;

b. technical and on-page optimisation;

c. optimisation of metadata, page structures and collection pages;

d. creation or revision of SEO content;

e. FAQs and structured content where appropriate;

f. brand and generic keyword targeting;

g. monitoring of rankings and search visibility;

h. recommendations concerning technical improvements;

i. link-building or authority-building activities; and

j. periodic reporting.

2.4 The Supplier may prioritise, amend or sequence activities reasonably having regard to search-engine changes, available resources, technical risks, Client instructions and anticipated SEO benefit.

2.5 Unless expressly included in the Work Order, the SEO Services do not include:

a. Ad Spend or paid advertising;

b. website redevelopment;

c. hosting, domain registration or DNS services;

d. product photography, video or graphic design;

e. public-relations services;

f. legal, regulatory or compliance advice;

g. implementation by the Client’s web developer;

h. guarantees concerning sales, leads or revenue; or

i. work outside the agreed scope.

3. Client Responsibilities

3.1 The Client shall:

a. provide accurate and complete information about its business, products and services;

b. provide timely access to relevant websites, analytics, Search Engine, content-management and third-party accounts;

c. maintain valid licences and permissions for Client Materials;

d. ensure that its products, claims, content and business practices comply with applicable law;

e. review and approve proposed content, metadata, page changes and campaign assets promptly;

f. identify any legal, regulatory, brand or industry restrictions before publication; and

g. maintain suitable website hosting, security, backups and technical support.

3.2 The Client remains responsible for the accuracy, legality and suitability of all Client Materials and all content approved or published at its request.

3.3 The Supplier may rely on Client approvals and instructions. The Supplier is not responsible for delay or loss caused by inaccurate information, unavailable access, delayed approvals, changes made by the Client or third-party technical restrictions.

3.4 If the Client does not provide a required approval, dependency or instruction, the Supplier may postpone the relevant activity, reallocate resources, treat the relevant activity as delayed by the Client or charge for reserved or wasted time.

4. Search-Engine and Platform Dependency

4.1 The Client acknowledges that SEO performance depends substantially on Search Engines and other third parties.

4.2 Search Engines may change their algorithms, ranking factors, policies, indexing processes, interfaces, technical requirements or treatment of content and links without notice.

4.3 The Supplier does not control:

a. whether a page is crawled, indexed or displayed;

b. the position of a page in search results;

c. Search Engine algorithm updates;

d. manual actions, penalties or policy decisions;

e. competitor activity;

f. Search Engine data or reporting accuracy; or

g. the continued operation or availability of a Search Engine.

4.4 The Supplier may modify its strategy, recommendations or Deliverables where reasonably necessary to respond to Search Engine changes or to comply with applicable policies.

4.5 The Supplier does not guarantee that any recommendation, page, link, keyword or content will be accepted, indexed, retained or ranked by a Search Engine.

5. No Performance Guarantee

5.1 The Supplier shall perform the SEO Services with reasonable care and skill.

5.2 SEO Services are an optimisation and marketing activity, not a guarantee of a particular outcome.

5.3 Unless expressly stated otherwise in the Work Order, the Supplier does not guarantee:

a. any particular ranking or position;

b. first-page, top-three or number-one rankings;

c. increased traffic, impressions or visibility;

d. increased enquiries, sales, conversions or revenue;

e. profitability or return on investment;

f. continued maintenance of an existing ranking;

g. inclusion in featured snippets, AI-generated search results or other search features; or

h. any particular timescale for achieving an outcome.

5.4 Any forecast, estimate, target, projection or statement concerning likely performance is an indication only and is not a contractual warranty.

5.5 A reduction in rankings, traffic, conversions or revenue does not, by itself, establish a failure to provide the SEO Services or entitle the Client to cancel without liability.

5.6 The Supplier does not warrant that the SEO Services will prevent a Search Engine penalty, manual action, loss of ranking, de-indexing or adverse effect caused by a Search Engine, competitor, Client action or third party.

6. Content and Link-Building

6.1 Where content creation is included, the Supplier shall create or revise content in accordance with the scope and approximate quantities stated in the Work Order.

6.2 Word counts, page quantities, keyword targets and delivery dates are estimates unless expressly identified as fixed contractual requirements.

6.3 The Client shall review proposed content and provide approval or requested amendments within a reasonable period.

6.4 The Supplier may refuse or amend content, keyword or link-building activity that it reasonably considers:

a. unlawful, misleading or defamatory;

b. likely to infringe third-party rights;

c. inconsistent with Search Engine policies;

d. technically unsafe;

e. harmful to the Client’s reputation; or

f. outside the agreed scope.

6.5 Link-building activity may involve third-party websites and publishers. The Supplier does not guarantee that a link will be obtained, retained, followed, indexed or valued by a Search Engine.

6.6 The Supplier does not guarantee that any third-party website, publisher or link will remain available or comply continuously with its original representations.

6.7 The Client remains responsible for the legality and accuracy of claims concerning its products, services, prices, health, safety, financial matters and regulatory status.

7. Reporting and Measurement

7.1 The Supplier shall provide reports in the format and at the frequency stated in the Work Order. If the Work Order is silent, reporting will ordinarily be provided monthly.

7.2 Reports may include rankings, keyword visibility, traffic, impressions, technical observations, completed activities, recommendations and other available metrics.

7.3 Reporting may rely on Search Engine, analytics, tracking and third-party tools. Their data may be incomplete, delayed, estimated, inconsistent or affected by changes in tracking, privacy controls or methodology.

7.4 Rankings may vary according to location, device, personalisation, Search Engine, search history, data centre and time of measurement.

7.5 The Supplier does not warrant the accuracy or uninterrupted availability of third-party reporting tools.

7.6 The Client shall raise any apparent material reporting error within 14 days after receiving the relevant report. The Supplier shall investigate reasonably raised errors but is not responsible for errors originating in third-party data.

8. Fees, Ad Spend and Third-Party Costs

8.1 Fees are stated in the Work Order and are exclusive of VAT unless expressly stated otherwise.

8.2 The Client shall pay Ad Spend and third-party charges directly where accounts are held in the Client’s name. Where the Supplier pays a third-party charge on the Client’s behalf, the Client shall reimburse it in accordance with the Agreement.

8.3 The Supplier is not responsible for Search Engine account suspension, billing errors, rejected payments, invalid payment methods or changes to third-party pricing.

8.4 Additional work, including implementation, technical fixes, content revisions beyond the agreed scope, new pages, migration, investigation and urgent work, is chargeable at the rates stated in the Work Order or the Supplier’s then-current rates.

9. Minimum Term, Renewal and Cancellation

9.1 Unless the Work Order expressly states otherwise, recurring SEO Services have a minimum term of 12 months.

9.2 The Services automatically renew for successive 12-month terms unless either party gives at least three months’ written notice before the end of the current term.

9.3 Notice of non-renewal must be given in writing in accordance with the Master Terms. Stopping access, ceasing to provide materials or discontinuing use of the SEO Services does not constitute valid notice.

9.4 If the Client cancels during the minimum or renewal term, other than because of the Supplier’s unremedied material breach, the Client shall pay:

a. Fees accrued up to the cancellation date;

b. the value of Services performed or substantially performed;

c. non-redeployable personnel or capacity reserved for the Client;

d. committed and non-refundable third-party costs; and

e. Fees for the remaining months of the applicable term, less amounts reasonably saved or recovered through mitigation.

9.5 The Supplier shall not recover the same loss twice.

9.6 The parties intend clause 9.4 to protect legitimate interests, including reserved personnel, planned content production, campaign continuity, onboarding costs, third-party tools and minimum revenue commitments, and not to impose a punishment. Its enforceability depends on the circumstances in which it operates.

9.7 A Client request to pause, reduce or stop SEO activity does not terminate the applicable Work Order or release the Client from minimum-term obligations.

10. Intellectual Property and Content Ownership

10.1 Subject to full payment of all Fees and other sums properly due under the relevant Work Order, the Supplier assigns to the Client all intellectual property rights owned by the Supplier in final, Client-specific Deliverables created specifically for the Client under that Work Order.

10.2 The assignment in clause 10.1 does not include:

a. Supplier Background Materials;

b. pre-existing methodologies, templates, processes, tools or know-how;

c. generic research, techniques or concepts;

d. third-party materials;

e. Search Engine data or platform materials; or

f. materials licensed rather than owned by the Supplier.

10.3 The Supplier retains ownership of Supplier Background Materials. To the extent incorporated into a Deliverable, the Supplier grants the Client a non-exclusive, worldwide, perpetual licence to use those materials as part of that Deliverable for the Client’s business.

10.4 Third-party materials are subject to the relevant third party’s terms and licences. The Client shall comply with those terms.

10.5 The Client grants the Supplier a non-exclusive licence to use Client Materials as necessary to provide the SEO Services, prepare Deliverables, publish approved content and report on performance.

10.6 The Client warrants that its Client Materials and instructions do not infringe third-party rights and that the Supplier may use them for the agreed purposes.

10.7 Ownership or licence rights do not transfer, and the licences in this clause do not become unconditional, until the Client has paid all applicable sums in full.

11. Suspension and Protective Action

11.1 The Supplier may suspend all or part of the SEO Services in accordance with the Master Terms.

11.2 The Supplier may suspend, remove, delay or amend content, links, pages or other activity where reasonably necessary because of:

a. non-payment;

b. legal or regulatory risk;

c. Search Engine policy risk;

d. a security incident;

e. inaccurate or misleading Client Materials;

f. reputational risk; or

g. a third-party platform restriction.

11.3 Where reasonably practicable, the Supplier shall notify the Client of protective action and the steps required for reinstatement.

11.4 Suspension does not release the Client from Fees, minimum-term commitments or other sums properly due.

12. Handover on Termination

12.1 Subject to the Master Terms and payment of all sums properly due, the Supplier shall provide the handover materials identified in the Work Order or handover schedule.

12.2 Handover materials may include:

a. source files for Client-specific content;

b. campaign and keyword data held by the Supplier;

c. final approved content and metadata;

d. reporting information;

e. account and access information held for the Client; and

f. reasonable configuration or implementation information.

12.3 Unless the Work Order or handover schedule states otherwise, handover shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

12.4 Transition assistance beyond the included handover is chargeable at the Supplier’s then-current rates.

12.5 For a genuine and properly notified invoice dispute, the Client shall pay all undisputed sums. The Supplier shall not withhold Client-owned materials solely because of that dispute, but may withhold materials specifically attributable to the disputed amount to the extent permitted by law.

13. Compliance and Client Indemnity

13.1 Each party shall comply with applicable law relevant to its obligations.

13.2 The Client is responsible for ensuring that its products, services, content, claims, promotions, reviews, testimonials and marketing communications comply with applicable law and applicable advertising or Search Engine rules.

13.3 The Client shall indemnify the Supplier against third-party claims, losses and reasonable costs arising from:

a. Client Materials;

b. Client instructions or approvals;

c. infringement by Client Materials;

d. unlawful, misleading or defamatory content supplied or approved by the Client; or

e. the Client’s products, services or business practices,

except to the extent caused by the Supplier’s breach, negligence or wilful misconduct.

13.4 The Supplier may refuse to publish or implement material where it reasonably considers that doing so would create legal, regulatory, Search Engine or reputational risk.

14. Liability

14.1 The Supplier shall perform the SEO Services with reasonable care and skill.

14.2 The exclusions, limitations and liability cap in the Master Terms apply to the SEO Services.

14.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

14.4 Subject to the Master Terms, the Supplier is not responsible for loss of ranking, traffic, visibility, enquiries, sales, conversions, revenue or anticipated savings arising solely from Search Engine changes, competitor activity, Client changes or third-party platform action.

15. Order of Precedence

15.1 If there is an inconsistency, the following order applies:

a. the Work Order, only where it expressly overrides a provision;

b. these SEO Services Terms;

c. applicable Marketing Services Terms; and

d. the Master Terms.

15.2 Applicable Search Engine, analytics, advertising, content-management and third-party terms may also apply to the relevant service.

16. General

16.1 The Supplier may update these Terms in accordance with the Master Terms.

16.2 These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory statutory rights.

These Marketing Services Terms apply where a Work Order identifies paid advertising, search engine optimisation, content marketing, campaign management or related marketing services. They form part of the Agreement with the Master Terms and the applicable Work Order.

1. Definitions

In these Terms:

Advertising Platforms means Google Ads, Microsoft Advertising, Meta, LinkedIn, TikTok and any other advertising, analytics, search-engine, social-media or marketing platform used for the Services.

Ad Spend means amounts payable to an Advertising Platform or other third party for advertising placement, impressions, clicks, conversions, tools or related services.

Campaign Materials means campaign structures, adverts, copy, keywords, audiences, creative assets, landing-page content, reports, data, tracking configurations and other materials created or configured for the Client.

Marketing Services means the services identified in the Work Order, including campaign management, paid search, paid social, search-engine optimisation, content creation, reporting and related consultancy.

2. Scope and delivery

2.1 The Supplier shall provide the Marketing Services described in the Work Order.

2.2 Unless expressly included in the Work Order, the Marketing Services do not include:

a. Ad Spend;

b. website development or maintenance;

c. photography, videography or graphic design;

d. legal, regulatory, financial or sector-specific compliance advice;

e. public-relations services; or

f. fees payable to third-party platforms, publishers, influencers, software providers or data providers.

2.3 The Supplier may use subcontractors and third-party providers in delivering the Marketing Services.

2.4 The Supplier may recommend changes to budgets, targeting, creative, bids, keywords, audiences or campaign structure. The Client remains responsible for approving material changes where the Work Order requires approval.

2.5 Unless the Work Order states otherwise, the Supplier may make routine campaign-management changes without obtaining prior approval where reasonably necessary to manage delivery, spend, compliance or performance.

3. Ad Spend and payment to platforms

3.1 Ad Spend is separate from the Supplier’s Fees and is payable by the Client.

3.2 Unless the Work Order expressly states otherwise:

a. the Client shall pay Ad Spend directly to the relevant Advertising Platform using the Client’s account and payment method; and

b. the Supplier has no obligation to advance, guarantee or reimburse Ad Spend.

3.3 Where the Supplier pays or incurs Ad Spend or other third-party charges at the Client’s request, the Supplier may invoice those amounts together with a reasonable administration charge stated in the Work Order.

3.4 The Client shall ensure that each Advertising Platform account has:

a. a valid payment method;

b. sufficient funds or credit;

c. accurate billing details; and

d. all necessary permissions and administrative access.

3.5 The Supplier is not responsible for any suspension, restriction, rejection, increased cost or interruption caused by:

a. non-payment or failed payment by the Client;

b. the Client’s account history, billing profile or credit status;

c. the Client’s products, services, website, claims or content;

d. a breach of an Advertising Platform’s terms or policies; or

e. an Advertising Platform’s decision, technical failure, policy change or withdrawal of a feature.

3.6 The Client remains liable for the applicable minimum term and Fees even if the Client reduces, pauses or stops Ad Spend, subject to the Agreement and applicable law.

4. Client approvals and responsibilities

4.1 The Client shall provide promptly:

a. accurate information about its business, products and services;

b. brand guidelines, images, logos, claims and other Client Materials;

c. access to relevant Advertising Platforms, websites, analytics tools and tracking systems;

d. approvals and instructions; and

e. evidence reasonably required to substantiate advertising or marketing claims.

4.2 The Client is responsible for ensuring that:

a. its products, services, prices, offers and claims are lawful and accurate;

b. its website and sales process are capable of receiving and processing traffic or enquiries;

c. its privacy notices, cookie mechanisms and consent processes comply with applicable law;

d. Client Materials do not infringe third-party rights; and

e. it has obtained all permissions required for the use of personal data, testimonials, images, recordings and other materials supplied to the Supplier.

4.3 The Supplier may decline to publish or continue a campaign where it reasonably considers that the campaign may breach law, an Advertising Platform’s policies or third-party rights.

4.4 The Supplier may pause or amend Campaign Materials while awaiting information, approval, payment, access or clarification from the Client.

5. Platform dependency

5.1 The Client acknowledges that the Marketing Services depend substantially on Advertising Platforms and other third-party systems that the Supplier does not control.

5.2 Advertising Platforms may change their:

a. policies, algorithms, ranking systems or approval criteria;

b. prices, budgets, targeting options or reporting methods;

c. technical interfaces, integrations or availability; or

d. treatment of particular industries, products, claims or audiences.

5.3 The Supplier does not guarantee that any campaign, advert, keyword, account or Campaign Material will be approved, remain available or achieve a particular position, reach, traffic level or conversion rate.

5.4 The Supplier may modify, replace or withdraw a strategy, campaign or Campaign Material where reasonably necessary because of a platform change, policy requirement, technical issue or legal risk.

5.5 The Supplier is not liable for losses caused by an Advertising Platform or other third party, except to the extent caused by the Supplier’s breach of contract, negligence or wilful misconduct.

6. Reporting and records

6.1 The Supplier shall provide the reports specified in the Work Order. If the Work Order is silent, the Supplier shall provide a monthly summary of material activity and available performance data.

6.2 Reports may include, where available:

a. Ad Spend;

b. impressions and reach;

c. clicks and click-through rates;

d. enquiries, sales or other tracked conversions;

e. cost per click or conversion;

f. return on advertising spend; and

g. work undertaken and recommendations.

6.3 Reporting depends on data supplied by Advertising Platforms, analytics systems, tracking tools and the Client. The Supplier does not warrant that such data is complete, accurate, uninterrupted or consistent between platforms.

6.4 The Client shall review reports promptly and notify the Supplier of any apparent error within 14 days. Subject to the Client’s right to challenge an invoice under the Agreement, reports are treated as accepted after that period.

6.5 Unless expressly included in the Work Order, the Supplier is not responsible for independently verifying platform data, implementing attribution systems, reconciling sales records or determining the Client’s profitability.

7. No performance guarantee

7.1 The Marketing Services are not a guarantee of results.

7.2 The Supplier does not guarantee any particular:

a. revenue, profit, sales, leads or enquiries;

b. return on advertising spend;

c. ranking, position, visibility or indexing;

d. traffic, impressions, clicks or conversions;

e. cost per click, acquisition or conversion; or

f. approval, availability or continued operation of any campaign or account.

7.3 Any forecast, estimate, target, projection, benchmark or historical result is illustrative only and is not a contractual commitment unless the Work Order expressly states otherwise.

7.4 Performance may be affected by factors including competition, market conditions, budget, seasonality, pricing, website performance, stock, fulfilment, sales processes, tracking, platform changes and the Client’s conduct.

7.5 The Client remains responsible for deciding whether to approve or continue Ad Spend and for assessing the commercial suitability of the Marketing Services.

8. Content and intellectual property

8.1 The Client retains ownership of Client Materials supplied to the Supplier.

8.2 Subject to clause 8.3, intellectual property rights in Campaign Materials created specifically for the Client transfer to the Client upon full settlement of all Fees and other sums due under the relevant Work Order.

8.3 Until full settlement:

a. the Supplier retains ownership of Campaign Materials created by it; and

b. the Client receives only a limited, non-exclusive, revocable licence to use them for the agreed Marketing Services.

8.4 Supplier Background Materials remain owned by the Supplier. They include templates, processes, methodologies, know-how, tools, prompts, systems, generic copy, reusable designs, reporting formats and campaign frameworks.

8.5 The Supplier grants the Client a non-exclusive licence to use Supplier Background Materials incorporated into paid-for Campaign Materials to the extent reasonably necessary for the Client to use those Campaign Materials.

8.6 Third-party materials, including stock images, fonts, music, software, platform assets and licensed data, remain subject to the relevant third-party terms. The Client shall pay applicable licence or renewal charges unless the Work Order states otherwise.

8.7 The Client shall not use, transfer, modify or permit third-party access to Campaign Materials before full settlement except as permitted by the Agreement.

8.8 On termination or expiry, and subject to the handover provisions in the Master Terms, the Supplier shall provide applicable paid-for source files, campaign assets, reports, tracking information and configuration materials within 10 Business Days after the later of termination and payment of all sums properly due.

8.9 The Supplier may retain copies of materials where reasonably necessary for legal, regulatory, insurance, audit, backup or record-keeping purposes.

9. Minimum term, renewal and cancellation

9.1 Unless the Work Order expressly states otherwise, each recurring Marketing Service has a minimum term of 12 months beginning on its commencement date.

9.2 The Service automatically renews for successive 12-month renewal terms unless either party gives at least three months’ written notice before the end of the current term.

9.3 A notice of non-renewal takes effect only at the end of the current term. Fees remain payable during the notice period.

9.4 If the Client cancels, pauses or materially reduces a recurring Marketing Service during the minimum or renewal term, other than because of the Supplier’s unremedied material breach, the Client shall pay:

a. Fees accrued to the cancellation date;

b. approved expenses and committed third-party costs; and

c. the Fees that would have become payable for the remaining months of the applicable term, less amounts reasonably saved or recovered by the Supplier through mitigation.

9.5 The Supplier shall not recover the same loss more than once. The Client’s obligation under this clause is intended to reflect the Supplier’s legitimate interest in committed personnel, reserved capacity, planning, onboarding and minimum-term commitments, and not to impose a punishment. Its enforceability depends on the circumstances in which it operates, consistently with Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67.

9.6 Suspending or discontinuing Ad Spend, removing the Supplier’s account access, failing to provide approvals or Client Materials, or ceasing to use the Marketing Services does not itself terminate the Work Order or release the Client from its payment obligations.

10. Suspension and termination

10.1 The Supplier may suspend all Marketing Services and, where applicable, all Services and Work Orders on the Client’s account in accordance with the Master Terms.

10.2 The Supplier may suspend or terminate a campaign immediately where reasonably necessary because of:

a. unlawful, misleading or harmful content;

b. a platform-policy or regulatory concern;

c. non-payment of Ad Spend or Supplier Fees;

d. loss of required account access; or

e. a material security or reputational risk.

10.3 Suspension or termination under this clause does not waive Fees, minimum-term commitments, committed costs or other accrued payment obligations.

10.4 On termination, handover is subject to the payment and disputed-invoice provisions in the Master Terms. For a genuine and properly notified invoice dispute, the Client shall pay all undisputed sums; the Supplier shall not withhold Client Materials solely because of that dispute, but may withhold materials specifically attributable to the disputed amount to the extent permitted by law.

11. Compliance and regulated advertising

11.1 Each party shall comply with applicable law and relevant advertising and marketing codes, including the CAP Code where applicable.

11.2 The Client is responsible for ensuring that its products, services and claims can lawfully be advertised in the relevant jurisdiction.

11.3 The Supplier may rely on information and substantiation supplied by the Client but does not provide legal or regulatory advice unless expressly agreed in the Work Order.

11.4 The Client shall indemnify the Supplier against third-party claims, regulatory action, losses and reasonable costs arising from Client Materials, Client claims or the Client’s products or services, except to the extent caused by the Supplier’s breach, negligence or wilful misconduct.

12. Relationship with other terms

12.1 The Master Terms apply to matters not specifically addressed in these Marketing Services Terms.

12.2 If there is an inconsistency, the order of precedence is:

a. the Work Order, only where it expressly overrides a provision;

b. these Marketing Services Terms; and

c. the Master Terms.

12.3 These Marketing Services Terms do not make the Supplier responsible for Ad Spend or guarantee marketing performance.

These Hosting Services Terms apply where a Work Order identifies hosting, managed servers, website hosting, backups, server monitoring, DNS hosting, domain registration, content delivery network services or related services. They form part of the Agreement with the Master Terms and applicable Work Order.

1. Definitions

Hosting Services means the services identified in the Work Order, including managed hosting, dedicated or virtual servers, shared hosting, website hosting, DNS hosting, domain registration, backups, monitoring, security services, content delivery networks and maintenance.

Infrastructure means the servers, networks, data centres, software, connectivity and third-party systems used to provide the Hosting Services.

Maintenance means planned or reactive maintenance, patching, updates, upgrades, monitoring, configuration and security work.

Service Credit means a credit against future Hosting Fees calculated under clause 4.

Uptime means the availability of the relevant hosting service, measured in accordance with clause 4.

2. Scope and service configuration

2.1 The Supplier shall provide the Hosting Services described in the Work Order.

2.2 The Work Order shall identify, where applicable:

a. the hosting environment and specification;

b. storage, bandwidth and resource limits;

c. included backup services;

d. support hours and response targets;

e. uptime commitment;

f. domain names and DNS services;

g. maintenance responsibilities;

h. additional or excluded services; and

i. applicable third-party services and charges.

2.3 Unless the Work Order expressly states otherwise, hosting services are billed monthly in advance. The first invoice may include a pro-rated period to align the billing date.

2.4 The Supplier may use subcontractors, data-centre providers, registrars, DNS providers, content delivery networks and other third-party suppliers.

2.5 The Supplier may change the Infrastructure where reasonably necessary for security, resilience, performance, legal compliance or technological reasons, provided that the change does not materially reduce the agreed Hosting Services.

3. Support and monitoring

3.1 Support is provided during the support hours stated in the Work Order. If the Work Order is silent, standard support is available during the Supplier’s published standard support hours on Business Days.

3.2 The Supplier may offer extended or emergency support where stated in the Work Order. Emergency support is intended for material outages or unusable services and must not be misused.

3.3 The Supplier shall monitor the Infrastructure and, where included in the Work Order, use reasonable endeavours to monitor server availability and website HTTP status.

3.4 Response times are targets, not guarantees, unless the Work Order expressly identifies them as service levels.

3.5 The Supplier may charge for work outside the included support or maintenance scope, including:

a. application development;

b. content changes;

c. third-party software problems;

d. unsupported or end-of-life software;

e. bespoke configuration;

f. vulnerability testing, load testing or compliance testing; and

g. work caused by the Client’s changes, breach or failure to maintain access controls.

4. Uptime and Service Credits

4.1 Unless the Work Order states otherwise, the Supplier provides a 99.9% monthly uptime commitment for managed server hosting.

4.2 Uptime is calculated monthly using the Supplier’s monitoring systems and records. The Supplier may use an independent monitoring provider for this purpose.

4.3 Subject to clause 4.6, the available Service Credit is:

4.4 Any different uptime commitment or credit table in the Work Order prevails if it expressly identifies and overrides this clause.

4.5 Unless the Work Order states otherwise, DNS hosting and content delivery network services are measured as services as a whole, rather than by individual endpoint or server.

4.6 Uptime excludes unavailability or degradation caused by:

a. planned maintenance notified through the Supplier’s status page or otherwise notified to the Client;

b. emergency maintenance reasonably required to protect the Infrastructure or other customers;

c. the Client’s acts or omissions;

d. the Client’s applications, software, code, configuration, content or credentials;

e. a failure of a third-party platform, registrar, network, telecommunications provider or other service outside the Supplier’s reasonable control;

f. suspension permitted under the Agreement;

g. denial-of-service or distributed denial-of-service attacks;

h. resource exhaustion, misuse or excessive traffic attributable to the Client;

i. domain expiry, DNS changes or inaccurate Client instructions; or

j. force majeure.

4.7 A Service Credit is the Client’s sole remedy for failure to meet the uptime commitment, except where the Agreement provides otherwise or the limitation would be unlawful.

4.8 The Client must claim a Service Credit in writing within 30 days after the end of the relevant month, identifying the affected service and relevant period. The Supplier may require reasonable supporting information.

4.9 Service Credits:

a. apply only against future Hosting Fees;

b. are not refundable or transferable;

c. do not apply to Ad Spend, domain fees, third-party charges or one-off fees; and

d. do not exceed 100% of the affected monthly Hosting Fee in any calendar month.

5. Backups and restoration

5.1 The Supplier shall provide the backup service stated in the Work Order. Unless the Work Order states otherwise, the managed backup service is intended to include daily incremental or account backups and periodic full backups.

5.2 Backups may be replicated or stored in separate locations where included in the relevant service configuration.

5.3 Backups are intended to support recovery from specified service failures. Unless expressly agreed, they do not provide a complete business-continuity, disaster-recovery or archival service.

5.4 The Supplier does not guarantee that every backup will be complete, error-free, immediately available or capable of restoring every file, database, application or configuration.

5.5 Unless the Work Order expressly includes granular restoration, restoration may be performed only for a full account or other restoration unit specified in the Work Order.

5.6 The Supplier shall use reasonable endeavours to monitor and address apparent backup failures. The Client remains responsible for:

a. identifying critical data;

b. maintaining independent copies where appropriate;

c. testing restoration procedures;

d. checking restored data and applications; and

e. maintaining any backup required for regulatory, insurance or business-continuity purposes.

5.7 The Supplier may charge for restoration, export, physical media, data transfer, investigation or recovery work not expressly included in the Work Order.

5.8 At the Client’s request, the Supplier may provide an encrypted copy of available backups, subject to applicable charges, technical limitations and secure delivery arrangements.

5.9 On expiry or termination, backup retention and deletion will follow the Work Order or, if silent, the Supplier’s ordinary retention cycle. The Client must request any required export before the end of that cycle.

6. Security

6.1 The Supplier shall maintain reasonable technical and organisational measures appropriate to the Hosting Services, which may include:

a. firewall and network controls;

b. malware and intrusion monitoring;

c. patching of supported operating systems and hosting components;

d. access controls;

e. rate limiting;

f. monitoring and alerting; and

g. web-application or perimeter protection where included in the Work Order.

6.2 Security measures are intended to reduce risk and do not guarantee that the Hosting Services will be free from vulnerabilities, malware, attacks, unauthorised access or data loss.

6.3 The Supplier may take immediate action reasonably required to address a security incident, including:

a. blocking traffic or ports;

b. isolating an account or server;

c. resetting credentials;

d. applying emergency patches;

e. null-routing an IP address; or

f. suspending the affected Hosting Services.

6.4 The Supplier shall notify the Client of a material security incident affecting the Client’s data or Hosting Services where required by applicable law or reasonably practicable in the circumstances.

6.5 The Client shall:

a. keep credentials secure;

b. use appropriate multi-factor authentication where available;

c. maintain supported software and applications where those are the Client’s responsibility;

d. promptly apply recommended security changes;

e. restrict administrative access;

f. maintain secure copies of critical data; and

g. notify the Supplier promptly of suspected compromise.

6.6 The Client is responsible for the security of its website code, plugins, applications, content, users, endpoints and credentials, except to the extent expressly included in the Hosting Services.

6.7 The Supplier may restrict or block common mail ports, IP addresses, scripts, applications or traffic patterns where reasonably necessary to prevent abuse, protect reputation or preserve service for other customers.

7. Maintenance, patching and updates

7.1 Where managed maintenance is included, the Supplier shall use reasonable endeavours to maintain supported Infrastructure components, which may include:

a. operating-system and kernel components;

b. web servers;

c. databases;

d. PHP and other supported runtimes;

e. mail and security services;

f. hosting control panels; and

g. network infrastructure.

7.2 The Supplier may carry out planned maintenance during maintenance windows notified through its status page or otherwise notified to the Client.

7.3 The Supplier may carry out emergency maintenance without advance notice where delay could create a security, availability, legal or operational risk.

7.4 The Supplier is not responsible for maintaining:

a. unsupported or end-of-life software;

b. Client-developed code;

c. third-party plugins or extensions;

d. applications not identified in the Work Order; or

e. systems outside the Supplier’s administrative control.

7.5 Updates may alter functionality or compatibility. The Supplier shall use reasonable endeavours to avoid material disruption but does not guarantee compatibility with Client Materials or third-party applications.

7.6 The Client shall test material changes and promptly report faults. Additional work required to repair incompatibility caused by Client code, applications or third-party software is chargeable unless the Work Order states otherwise.

8. DNS services

8.1 Where DNS hosting is included, the Supplier shall host and manage the DNS zones identified in the Work Order.

8.2 The Client shall provide accurate instructions and shall remain responsible for confirming:

a. domain ownership and authority;

b. nameserver and DNS records;

c. mail-routing records;

d. SPF, DKIM and DMARC records;

e. certificate and verification records; and

f. the effect of requested DNS changes.

8.3 The Supplier may require written confirmation or account-owner approval before making material DNS changes.

8.4 DNS changes may take time to propagate because of caching, time-to-live settings, resolver behaviour and third-party networks. The Supplier does not guarantee that changes will be visible immediately or uniformly.

8.5 The Supplier is not liable for interruption caused by inaccurate instructions, third-party resolvers, registrar action, expired domains, incorrect records or changes made by the Client or another provider.

8.6 The Client shall not use DNS services to support unlawful activity, malicious redirection, phishing, malware distribution or other prohibited conduct.

9. Domain names

9.1 Domain registration and renewal are subject to the rules, policies and procedures of the relevant registrar, registry and governing domain authority.

9.2 The Client warrants that:

a. it is entitled to register and use each domain;

b. its registration information is accurate and current;

c. the requested domain does not knowingly infringe third-party rights; and

d. it will comply with applicable registrar and registry rules.

9.3 The Supplier may register a domain as agent for the Client or arrange registration through a third-party registrar. Unless the Work Order states otherwise, the Client is the beneficial holder of the domain registration, subject to the registrar’s terms and payment of all charges.

9.4 Domain renewals must be paid in full before the renewal deadline stated by the registrar or Supplier. The Supplier is not responsible for expiry, suspension, deletion or loss of a domain caused by late payment, inaccurate contact information, failed verification or Client instructions.

9.5 The Supplier may charge renewal, transfer, restoration, redemption, administration and third-party registry fees.

9.6 Domain transfers require:

a. payment of all relevant sums;

b. completion of registrar verification requirements;

c. provision of any required authorisation code; and

d. compliance with applicable transfer restrictions.

9.7 The Supplier may suspend or refuse a domain-related request where required by a registrar, registry, court, law-enforcement authority or applicable policy.

9.8 Domain registration does not confer any right to use a name that infringes another person’s rights. The Client is responsible for obtaining legal or trade-mark advice where required.

10. Acceptable use

10.1 The Client shall not use the Hosting Services, Infrastructure, domains or DNS services:

a. unlawfully or fraudulently;

b. to infringe intellectual property, privacy or other rights;

c. to distribute malware, ransomware, viruses or malicious code;

d. to conduct or facilitate phishing, credential theft or impersonation;

e. to launch, facilitate or test denial-of-service attacks without written authorisation;

f. to obtain unauthorised access to systems, accounts or data;

g. to send spam, mail bombs or unlawful bulk communications;

h. to operate an open public proxy, Tor relay or unauthorised VPN service;

i. to host illegal, defamatory, threatening or abusive material;

j. to host child sexual abuse material or other exploitative material;

k. to host material that unlawfully incites violence or hatred;

l. to operate cryptocurrency mining or materially excessive processes without written approval;

m. to consume resources in a manner that materially affects other customers or the Infrastructure; or

n. to breach applicable registrar, network, platform or third-party policies.

10.2 The Client remains responsible for all use of its account, even where misuse results from compromised credentials or an insecure application.

10.3 The Supplier may investigate suspected misuse and may cooperate with law-enforcement authorities, registries, rights-holders and relevant service providers.

10.4 If the Supplier reasonably believes that the Client has breached this clause or that immediate action is required to protect the Infrastructure, the Supplier may, without prior notice:

a. suspend or restrict the affected service;

b. remove or isolate content;

c. block traffic, ports or accounts;

d. throttle or limit resources;

e. null-route an IP address; or

f. terminate the affected Hosting Services.

10.5 Where reasonably practicable, the Supplier shall notify the Client of action taken and the steps required for reinstatement.

10.6 Suspension or termination under this clause does not release the Client from Fees, minimum-term commitments, third-party charges or other sums properly due.

11. Client content and applications

11.1 The Client is responsible for the legality, accuracy, security and suitability of all content, data, applications, code and materials placed on or transmitted through the Hosting Services.

11.2 The Client grants the Supplier a non-exclusive licence to host, copy, transmit, back up, process and technically modify Client Materials as reasonably necessary to provide, secure and maintain the Hosting Services.

11.3 The Client shall maintain current contact, technical and emergency details and shall respond promptly to requests concerning security, abuse, maintenance or service continuity.

11.4 The Supplier may refuse to host an application, file type, process or configuration that creates a material security, legal, performance or operational risk.

12. Suspension, termination and handover

12.1 The Supplier may suspend Hosting Services for non-payment in accordance with the Master Terms. For hosting invoices, the Supplier may suspend all or part of the affected Services after 14 days’ arrears and may terminate the affected Services after 45 days’ non-payment, subject to the Agreement and applicable law.

12.2 Suspension may affect the whole Client account, including other active Work Orders, where reasonably necessary to protect the Supplier, Infrastructure or other customers.

12.3 On expiry or termination, the Client remains liable for accrued Fees, minimum-term charges, domain and third-party costs, restoration charges and other sums properly due.

12.4 Subject to the Master Terms and payment of all sums properly due, the Supplier shall provide the applicable handover materials, which may include:

a. website files and databases;

b. paid-for source files;

c. backup exports available under the service;

d. DNS zone information;

e. domain transfer information;

f. configuration materials; and

g. reasonable technical information required for transition.

12.5 Handover is provided within the period stated in the Work Order or handover schedule. If none is stated, it shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

12.6 For a genuine and properly notified invoice dispute, the Client shall pay all undisputed sums. The Supplier shall not withhold Client-owned materials solely because of that dispute, but may withhold materials specifically attributable to the disputed amount to the extent permitted by law.

12.7 Transition assistance beyond the included handover is chargeable at the rates stated in the Work Order or, if none are stated, the Supplier’s then-current technical support rates. It is subject to availability, a written scope and any required advance payment.

12.8 The Supplier may retain copies of data and configuration materials where reasonably necessary for legal, regulatory, insurance, backup or record-keeping purposes.

13. Data protection

13.1 Each party shall comply with applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018.

13.2 Where the Supplier processes personal data on the Client’s behalf, the parties shall comply with the applicable data-processing provisions or data-processing agreement.

13.3 The Client shall not place special-category or regulated data into the Hosting Services unless the Work Order expressly permits it and the parties have agreed the required security and processing arrangements.

14. Relationship with other terms

14.1 The Master Terms apply to matters not specifically addressed in these Hosting Services Terms.

14.2 If there is an inconsistency, the order of precedence is:

a. the Work Order, only where it expressly overrides a provision;

b. these Hosting Services Terms; and

c. the Master Terms.

14.3 The Hosting Services are subject to any applicable third-party registrar, registry, data-centre, software, content-delivery or network terms.

These Telecoms Services Terms apply where a Work Order identifies hosted telephony, broadband, mobile broadband, telephone numbers, call charges, hosted PBX, call recording, call-diversion services, connectivity, SIP, L2TP, or related electronic communications services. They form part of the Agreement with the Master Terms and applicable Work Order.

1. Definitions

Call Charges means charges for calls, call diversions, messages, premium-rate services and other usage-based communications.

Communications Services means the telecoms services identified in the Work Order, including hosted voice, telephone numbers, broadband, mobile broadband, connectivity, SIP, hosted PBX, call recording and related services.

Emergency Services means emergency services accessed through 999 or 112.

Network Provider means a third-party communications provider, carrier, mobile network operator, broadband provider, registrar or connectivity provider used to provide the Communications Services.

Service Number means any telephone number, short code, IP address or other identifier allocated or made available for the Communications Services.

2. Scope and service configuration

2.1 The Supplier shall provide the Communications Services described in the Work Order.

2.2 The Work Order shall identify, where applicable:

a. the services and quantities;

b. recurring Fees;

c. usage rates and connection charges;

d. installation or configuration charges;

e. Service Numbers;

f. broadband or mobile connectivity;

g. included features and usage allowances;

h. support coverage and response targets;

i. any service-level commitment; and

j. the applicable Network Providers.

2.3 The Supplier may use Network Providers and other subcontractors. The Client acknowledges that the Communications Services depend on networks, exchanges, mobile coverage, numbering systems, internet connectivity and other infrastructure outside the Supplier’s control.

2.4 The Supplier may make reasonable technical changes where necessary for security, regulatory compliance, interoperability, network operation or service continuity, provided the change does not materially reduce the agreed service.

2.5 The Supplier is not responsible for a delay or failure caused by the Client, a Network Provider, a third-party platform, the Client’s premises, local equipment, power supply, internet connection or an event outside the Supplier’s reasonable control.

3. Minimum term, renewal and cancellation

3.1 Unless the Work Order expressly states otherwise, each recurring Communications Service has a minimum term of 12 months beginning on its commencement date.

3.2 The Service automatically renews for successive 12-month terms unless either party gives at least three months’ written notice before the end of the current term.

3.3 If the Client cancels a Service during the minimum or renewal term, other than because of the Supplier’s unremedied material breach, the Client shall pay:

a. Fees accrued up to the cancellation date;

b. unpaid installation, mobilisation, equipment, usage and third-party charges;

c. any charges incurred by the Supplier as a result of early cancellation; and

d. the Fees that would have become payable for the remaining months of the applicable term, less amounts reasonably saved or recovered by mitigation.

3.4 The Supplier shall not recover the same loss more than once. The parties intend clause 3.3 to protect legitimate interests in reserved capacity, committed Network Provider contracts, number allocation, equipment, implementation costs and minimum revenue commitments, and not to impose a punishment. Its enforceability depends on the circumstances in which it operates, consistently with Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67.

3.5 Stopping use of a telephone system, removing users, reducing traffic or discontinuing a broadband connection does not itself terminate the relevant Work Order or release the Client from its payment obligations.

4. Fees, usage and billing

4.1 Recurring Fees, installation charges, equipment charges and usage rates are stated in the Work Order or applicable price list.

4.2 Usage may be charged by duration, destination, connection, message, data consumption, diversion, feature, number or other unit identified in the Work Order.

4.3 Call duration may be rounded in accordance with the applicable Network Provider’s charging system.

4.4 The Client is responsible for all usage made through its account, including usage resulting from compromised credentials, unauthorised configuration, call diversion, fraudulent calling or misuse, except to the extent caused by the Supplier’s breach or negligence.

4.5 The Supplier may impose reasonable usage limits, spending controls or fraud-prevention restrictions. The Supplier may suspend or block traffic where it reasonably suspects fraud, abuse, unusual usage or a risk to the Client or network.

4.6 Unless the Work Order states otherwise, the Supplier may pass through increases in Network Provider charges, regulatory charges, interconnection charges, numbering charges, energy costs, exchange-rate changes and applicable taxes on reasonable notice.

5. Telephone numbers and numbering

5.1 The Supplier may allocate or arrange allocation of Service Numbers through a Network Provider or relevant numbering authority.

5.2 The Client does not acquire ownership of a telephone number. Allocation and use remain subject to applicable law, regulatory requirements, numbering plans, Network Provider terms and the Supplier’s rights.

5.3 The Client shall not:

a. represent that it owns a number where it does not;

b. transfer, sell or assign a number without the Supplier’s written consent;

c. use a number unlawfully or deceptively; or

d. cause a number to be used for nuisance calls, fraud, spoofing or other prohibited activity.

5.4 A number may be changed, withdrawn, suspended or reallocated where required by Ofcom, a Network Provider, a numbering plan, a court, law-enforcement authority or applicable law.

5.5 Where legally and technically available, the Supplier shall reasonably assist with number portability. Porting is subject to verification, payment of sums properly due, Network Provider processes and any applicable regulatory requirements. The Supplier cannot guarantee a requested porting date.

5.6 The Client shall provide accurate account information and cooperate promptly with identity, authority and porting checks.

6. Hosted telephony and equipment

6.1 Hosted telephony may include hosted PBX, voicemail, call queues, hunt groups, call recording, auto-attendants, call diversion, wallboards and other features identified in the Work Order.

6.2 Features may depend on compatible handsets, software, internet connectivity, power, local network configuration and third-party applications.

6.3 Unless the Work Order states otherwise, the Client is responsible for:

a. compatible handsets and local equipment;

b. power and local network availability;

c. suitable internet connectivity;

d. configuring authorised users;

e. protecting administrator credentials; and

f. providing accurate call-routing instructions.

6.4 Equipment supplied on loan remains the Supplier’s property. Equipment sold to the Client becomes the Client’s property only after full payment, subject to any applicable manufacturer rights or licence terms.

6.5 The Client shall not alter, relocate, dismantle or permit unauthorised repair of supplied equipment without the Supplier’s consent.

7. Broadband and mobile connectivity

7.1 Broadband and mobile services are subject to the relevant Network Provider’s coverage, capacity, technology, line quality, contention, maintenance and fair-use policies.

7.2 Stated speeds are estimates or headline speeds unless the Work Order expressly identifies a guaranteed service level.

7.3 The Supplier does not guarantee a particular speed, latency, coverage, signal strength, service availability or performance at the Client’s premises.

7.4 Installation may require a site survey, access to premises, wayleaves, landlord consent, cabling, engineer attendance or third-party approval. These are the Client’s responsibility unless the Work Order states otherwise.

7.5 The Client shall not use a connection in a manner that materially harms the Network Provider’s network or other users.

8. Emergency calling

8.1 Unless the Work Order expressly states otherwise, the Communications Services do not guarantee access to Emergency Services.

8.2 The Client must maintain suitable alternative arrangements for Emergency Services, including a mobile telephone or fixed alternative that is independent of the hosted system, internet connection and local power supply.

8.3 Emergency calling may fail or provide inaccurate location information where:

a. power or internet connectivity is unavailable;

b. the Client is using a mobile, remote or nomadic service;

c. the Client has changed its registered location;

d. the service is suspended or technically unavailable; or

e. the Network Provider cannot route the call.

8.4 The Client shall provide accurate premises and emergency-location information and notify the Supplier promptly of any change.

8.5 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded.

9. Call recording and communications data

9.1 Where call recording is included, recordings will be retained for the period stated in the Work Order. If no period is stated, the Supplier may retain recordings for up to 90 days.

9.2 The Client is responsible for determining whether recording, monitoring, transcription or storage is lawful and for providing any required notice, consent, lawful basis, privacy information and staff procedures.

9.3 The Client shall not use recording or communications features unlawfully or in breach of confidentiality, employment, financial-services or sector-specific obligations.

9.4 Call records, usage data and service metadata may be processed for billing, fraud prevention, network operation, support, security and regulatory compliance.

10. Acceptable use and network security

10.1 The Client shall not use the Communications Services:

a. unlawfully or fraudulently;

b. to make nuisance, threatening, abusive or malicious communications;

c. to send spam or unlawful bulk communications;

d. to conduct fraud, phishing, impersonation or caller-ID spoofing;

e. to access or interfere with another person’s network, system or account;

f. to operate automated traffic that materially harms the network;

g. to bypass usage limits, restrictions or security controls; or

h. in breach of Network Provider, numbering or regulatory requirements.

10.2 The Client shall keep account credentials, administrator access and equipment secure and shall notify the Supplier promptly of suspected compromise.

10.3 The Supplier may block calls, destinations, numbers, ports or traffic patterns, or suspend affected services, where reasonably necessary to prevent fraud, protect the network, comply with law or address a security risk.

10.4 The Supplier may cooperate with Ofcom, Network Providers, law-enforcement authorities and relevant rights-holders concerning suspected misuse.

11. Support and service levels

11.1 Unless the Work Order states otherwise, standard support is available Monday to Friday, 09:00 to 17:30 UK time, excluding UK public and bank holidays.

11.2 Weekend, extended-hours and emergency support is available only where expressly included in the Work Order.

11.3 Unless expressly stated as a service level, response times are targets only. Where the Work Order is silent, the Supplier shall use reasonable endeavours to acknowledge:

11.4 The Supplier is not responsible for delay caused by incomplete information, inaccessible systems, the Client’s equipment, a Network Provider or circumstances outside its reasonable control.

12. Suspension and termination

12.1 The Supplier may suspend all Communications Services and, where reasonably necessary, other Services on the Client’s account in accordance with the Master Terms.

12.2 Immediate suspension may occur where reasonably necessary because of:

a. suspected fraud or unusual usage;

b. non-payment;

c. a security or network risk;

d. unlawful or prohibited use;

e. a Network Provider’s suspension or withdrawal; or

f. a regulatory, law-enforcement or numbering requirement.

12.3 The Supplier shall notify the Client where reasonably practicable and shall identify the steps required for reinstatement.

12.4 Suspension does not release the Client from Fees, minimum-term commitments, usage charges, equipment charges or third-party costs.

12.5 On termination, the Client shall pay all accrued and committed sums. The Supplier may recover equipment, subject to applicable rights and the Work Order.

13. Handover and porting

13.1 Subject to the Master Terms and payment of all sums properly due, the Supplier shall provide reasonable handover assistance, which may include:

a. Service Number and porting information;

b. call-routing and configuration information;

c. Client-owned recordings and data available under the service;

d. equipment and access information;

e. connectivity and account details; and

f. other materials identified in the Work Order or handover schedule.

13.2 Handover shall be provided within the period stated in the Work Order or handover schedule. If none is stated, it shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

13.3 Transition assistance beyond the included handover is chargeable at the rates stated in the Work Order or the Supplier’s then-current rates and is subject to availability, agreed scope and any required advance payment.

13.4 For a genuine and properly notified invoice dispute, the Client shall pay all undisputed sums. The Supplier shall not withhold Client-owned materials solely because of that dispute, but may withhold materials specifically attributable to the disputed amount to the extent permitted by law.

13.5 Porting, migration and handover may be delayed by Network Provider processes, regulatory checks, incomplete information, unpaid third-party charges or the receiving provider’s failure to cooperate.

14. Regulatory compliance

14.1 Each party shall comply with applicable laws and regulations concerning electronic communications, privacy, direct marketing, emergency calling, numbering, security and consumer or end-user rights.

14.2 The Supplier may modify or suspend a service where reasonably necessary to comply with a statutory obligation, Ofcom requirement, applicable General Condition, numbering requirement or Network Provider rule.

14.3 Nothing in these Terms requires either party to breach a regulatory obligation. In particular, contractual terms cannot remove mandatory rights relating to number portability, switching, emergency access, complaints or other applicable end-user protections under the Communications Act 2003 or Ofcom’s applicable General Conditions of Entitlement.

15. Relationship with other terms

15.1 The Master Terms apply to matters not specifically addressed in these Telecoms Services Terms.

15.2 If there is an inconsistency, the order of precedence is:

a. the Work Order, only where it expressly overrides a provision;

b. these Telecoms Services Terms; and

c. the Master Terms.

15.3 Communications Services are also subject to applicable Network Provider, numbering, equipment and third-party terms.

These Broadband and Connectivity Terms apply where a Work Order identifies leased-line, fibre, fixed-line, mobile, satellite, backup, L2TP, Ethernet, internet-access or related connectivity services. They form part of the Agreement with the Master Terms and applicable Work Order.

1. Definitions

Access Circuit means the physical or wireless connection between the Client’s premises and the relevant network.

Connectivity Services means the broadband, leased-line, fibre, mobile, satellite, L2TP, Ethernet, internet-access and related services identified in a Work Order.

Network Provider means a telecommunications operator, carrier, infrastructure provider, mobile network operator or other third-party provider used to provide the Connectivity Services.

Service Equipment means any router, modem, firewall, antenna, SIM, managed device, cabling or other equipment supplied or installed for the Connectivity Services.

Service Level means an expressly agreed service level or service-credit arrangement stated in the Work Order.

2. Service types and scope

2.1 The Supplier shall provide the Connectivity Services identified in the Work Order.

2.2 The Work Order shall identify, where applicable:

a. the service type and address;

b. the Network Provider;

c. the Access Circuit and technology;

d. the headline or committed speed;

e. installation and activation charges;

f. recurring Fees and usage charges;

g. the minimum term and renewal provisions;

h. any Service Level;

i. Service Equipment;

j. public IP addresses or L2TP services;

k. support hours and response targets; and

l. installation, migration or termination requirements.

2.3 The Supplier may use Network Providers and subcontractors. The Client acknowledges that the Connectivity Services depend on infrastructure, exchanges, ducts, wireless networks, satellites, power supplies, internet transit and other facilities outside the Supplier’s control.

2.4 The Supplier may make reasonable technical changes where necessary for security, resilience, regulatory compliance, interoperability, network operation or service continuity, provided the change does not materially reduce the agreed Connectivity Services.

2.5 The Supplier does not provide domain-name registration under these Terms. The Client remains responsible for registering, renewing and maintaining its domain names.

3. Service categories

3.1 Leased-line services

3.1.1 A leased-line service is a dedicated or substantially dedicated Ethernet or equivalent circuit delivered to the Client’s premises, together with any associated managed equipment and internet service identified in the Work Order.

3.1.2 Unless the Work Order states otherwise, a leased-line service is subject to a 36-month minimum term.

3.1.3 The leased-line service automatically renews for successive 36-month terms unless either party gives at least three months’ written notice before the end of the current term.

3.1.4 Any installation, survey, wayleave, civil-engineering, construction or landlord requirement may affect the delivery date and may result in additional charges.

3.1.5 A leased-line Service Level applies only if expressly stated in the Work Order. Any Service Level is subject to the exclusions and service-credit arrangements stated in the Work Order or applicable Network Provider terms.

3.2 Fibre services

3.2.1 Fibre services may include FTTC, FTTP, SOGEA or other fixed-line services available at the Client’s premises.

3.2.2 Unless the Work Order states otherwise, a fibre service is subject to a 12-month minimum term.

3.2.3 The fibre service automatically renews for successive 12-month terms unless either party gives at least three months’ written notice before the end of the current term.

3.2.4 Fibre services are provided without a Service Level unless the Work Order expressly states otherwise.

3.2.5 Stated speeds are headline, estimated or maximum speeds unless the Work Order expressly identifies a committed speed or guaranteed throughput.

3.3 Mobile and satellite backup services

3.3.1 Mobile and satellite services may be supplied as backup or resilience services if identified in the Work Order.

3.3.2 Unless the Work Order states otherwise, mobile and satellite backup services are subject to a 12-month minimum term and automatically renew for successive 12-month terms with three months’ notice required for non-renewal.

3.3.3 Mobile and satellite backup services are provided without a Service Level.

3.3.4 The Supplier does not guarantee:

a. mobile or satellite coverage;

b. signal strength;

c. connection availability;

d. bandwidth or latency;

e. successful automatic failover;

f. uninterrupted service during adverse weather or interference; or

g. suitability for every application or business-critical service.

3.3.5 The Client remains responsible for testing its failover arrangements and ensuring that critical systems can operate using the available backup connection.

3.4 L2TP and public IP services

3.4.1 Where included, an L2TP service provides a network endpoint, tunnel or public IP facility associated with a mobile, fixed-line or other Connectivity Service.

3.4.2 L2TP services depend on the underlying Network Provider and connection. The Supplier does not guarantee that the service will remain compatible with every third-party network, router, firewall or application.

3.4.3 The Client shall provide accurate configuration information and shall not use an L2TP service for unlawful activity, unauthorised access, network abuse or activity that creates a material risk to the Supplier or Network Provider.

4. Installation and delivery

4.1 Installation dates are estimates unless the Work Order expressly states that time is of the essence.

4.2 Installation may require:

a. a site survey;

b. access to the premises;

c. landlord consent;

d. wayleaves;

e. permissions from highways or infrastructure owners;

f. civil engineering;

g. cabling or power;

h. engineer attendance;

i. accurate site and contact information; and

j. cooperation from the Client and other providers.

4.3 The Client shall obtain all permissions and provide access reasonably required for installation, maintenance, repair and removal.

4.4 The Supplier may charge for failed appointments, aborted visits, additional site visits, excess construction, non-standard installation, internal cabling, remedial work and other charges imposed by a Network Provider.

4.5 The Supplier may charge the Client for installation and mobilisation costs that cannot reasonably be recovered from the Network Provider if the Client cancels, postpones or materially changes the order after acceptance.

4.6 The Client shall not connect equipment or modify cabling in a manner that may damage the Access Circuit, Service Equipment or Network Provider’s network.

4.7 A service is deemed accepted when:

a. it is made available for use;

b. the Client begins using it; or

c. the Client does not notify the Supplier of a material installation defect within five Business Days after notification of availability.

5. Speeds, availability and performance

5.1 Connectivity performance may be affected by:

a. line length and quality;

b. contention;

c. network congestion;

d. local network configuration;

e. Wi-Fi;

f. equipment;

g. traffic levels;

h. routing;

i. application design;

j. power failure;

k. interference;

l. weather;

m. maintenance; and

n. third-party infrastructure.

5.2 Unless expressly stated in the Work Order, the Supplier does not guarantee a particular speed, latency, jitter, packet loss, coverage, signal strength, route, availability or performance.

5.3 A speed test carried out on a wireless device, internal network or third-party platform may not accurately measure the Access Circuit’s performance.

5.4 The Client shall provide reasonable assistance with diagnostic testing, including connecting an approved device directly to Service Equipment and temporarily disabling local systems where safe and necessary.

5.5 The Supplier may apply reasonable traffic management, security filtering, rate limiting or resource controls to protect the network, comply with law or preserve service quality.

6. Leased-line uptime and Service Levels

6.1 Any leased-line uptime commitment, repair target, installation target or response target must be stated expressly in the Work Order.

6.2 Unless expressly stated otherwise, no Service Level applies to fibre, mobile, satellite, L2TP or other Connectivity Services.

6.3 Where a Service Level applies, the Supplier shall calculate availability using its records or the relevant Network Provider’s records.

6.4 Unless the Work Order states otherwise, Service availability excludes downtime caused by:

a. planned maintenance notified in advance;

b. emergency maintenance;

c. the Client’s equipment, premises, cabling, power, applications or configuration;

d. the Client’s acts or omissions;

e. a failure of a third-party provider;

f. damage to the premises or Access Circuit caused by the Client or a third party;

g. denial-of-service or distributed denial-of-service attacks;

h. congestion or failure outside the Supplier’s managed network;

i. inaccurate Client instructions;

j. suspension permitted under the Agreement; and

k. force majeure.

6.5 Any Service Credit is the Client’s sole remedy for failure to meet the relevant Service Level, except where the Agreement provides otherwise or the limitation would be unlawful.

6.6 Service Credits:

a. apply only against future recurring Fees for the affected Service;

b. are not refundable or transferable;

c. do not apply to installation, equipment, usage or third-party charges; and

d. are subject to any cap stated in the Work Order or Network Provider terms.

6.7 The Client must claim a Service Credit in writing within 30 days after the end of the relevant period, identifying the affected Service and period of alleged failure.

7. Service Equipment

7.1 Service Equipment may be supplied on loan, leased, rented or sold, as stated in the Work Order.

7.2 Equipment supplied on loan or rental remains the Supplier’s or Network Provider’s property.

7.3 Equipment sold to the Client becomes the Client’s property only after full payment, subject to any manufacturer licence or third-party rights.

7.4 The Client shall:

a. keep Service Equipment secure;

b. provide suitable power, space and environmental conditions;

c. not move, modify, reset, dismantle or repair it without consent;

d. permit reasonable access for maintenance; and

e. protect it from damage, theft and unauthorised use.

7.5 The Client is responsible for loss or damage to Service Equipment, except to the extent caused by the Supplier’s negligence or ordinary wear and tear.

7.6 On termination, the Client shall return loaned or rented equipment in accordance with the Supplier’s instructions. The Supplier may charge replacement or recovery costs for equipment not returned or returned damaged.

8. Client premises and internal network

8.1 The Client is responsible for:

a. internal cabling;

b. LAN and Wi-Fi;

c. switches, access points and internal firewalls;

d. power and backup power;

e. rack space and environmental conditions;

f. devices and applications;

g. local configuration; and

h. the security of its premises and network.

8.2 The Supplier is not responsible for a fault caused by internal infrastructure or equipment outside the agreed scope.

8.3 The Client shall not obstruct, disconnect or interfere with Service Equipment or Access Circuits.

8.4 The Client shall notify the Supplier promptly of any relocation, refurbishment, power work or other change that may affect the Connectivity Services.

9. Fault reporting and support

9.1 Faults must be reported through the support channel identified in the Work Order.

9.2 The Client shall provide:

a. the affected service and location;

b. the time the fault began;

c. a description of the symptoms;

d. relevant test results;

e. access to premises and equipment; and

f. a suitable contact for troubleshooting.

9.3 Unless the Work Order states otherwise, standard support is available Monday to Friday, 09:00 to 17:30 UK time, excluding public and bank holidays.

9.4 Response times are targets unless expressly identified as binding Service Levels.

9.5 The Supplier may charge for investigation or attendance where a reported fault is caused by:

a. the Client’s equipment or configuration;

b. internal cabling;

c. power failure;

d. unauthorised changes;

e. misuse;

f. a third-party application;

g. inaccurate information; or

h. a condition outside the Supplier’s responsibility.

10. Maintenance and outages

10.1 The Supplier or Network Provider may carry out planned maintenance. The Supplier shall provide advance notice where reasonably practicable.

10.2 Emergency maintenance may be carried out without advance notice where necessary to address security, legal, network or operational risks.

10.3 The Supplier may temporarily suspend, reroute, restrict or degrade a Service to protect the network, other customers, the Client or third parties.

10.4 The Supplier is not responsible for an interruption caused by a Network Provider, infrastructure owner, utility provider, internet exchange, satellite operator or other third party outside its reasonable control.

11. Security and acceptable use

11.1 The Client shall not use the Connectivity Services:

a. unlawfully or fraudulently;

b. to obtain unauthorised access;

c. to distribute malware or malicious code;

d. to launch or facilitate attacks;

e. to send spam or unlawful bulk communications;

f. to spoof identities or manipulate network headers;

g. to operate an open public proxy or unauthorised relay;

h. to interfere with another network or service; or

i. in breach of a Network Provider’s acceptable-use policy.

11.2 The Client shall maintain suitable firewall, authentication, endpoint-security and access-control arrangements.

11.3 The Supplier may block ports, destinations, IP addresses, traffic or protocols, or suspend the affected Service, where reasonably necessary to prevent fraud, abuse, security incidents, network disruption or legal breaches.

11.4 The Supplier may cooperate with Network Providers, Ofcom, law-enforcement authorities and other relevant bodies concerning suspected misuse.

12. Usage, fair use and traffic

12.1 The Client shall comply with any usage allowance, fair-use policy, data limit or traffic restriction stated in the Work Order or imposed by the Network Provider.

12.2 The Client may be charged for excess usage, additional data, premium services, roaming, international traffic, engineering work or other usage-based charges stated in the Work Order.

12.3 The Supplier may impose reasonable controls where usage is materially excessive, threatens network stability or affects other customers.

12.4 The Client is responsible for all use of its connection, including unauthorised use resulting from compromised equipment, credentials or internal security, except to the extent caused by the Supplier’s breach or negligence.

13. Minimum terms, renewal and early cancellation

13.1 Unless the Work Order expressly states otherwise:

a. leased-line Services have a 36-month minimum term;

b. fibre Services have a 12-month minimum term; and

c. mobile, satellite and backup Services have a 12-month minimum term.

13.2 Each Service automatically renews for a further term of the same length unless either party gives at least three months’ written notice before the end of the current term.

13.3 If the Client cancels a Service during its minimum or renewal term, other than because of the Supplier’s unremedied material breach, the Client shall pay:

a. Fees accrued up to the cancellation date;

b. installation, mobilisation, equipment and usage charges;

c. Network Provider or third-party termination charges;

d. committed and non-refundable costs; and

e. the Fees for the remaining months of the applicable term, less amounts reasonably saved or recovered through mitigation.

13.4 The Supplier shall not recover the same loss twice.

13.5 The parties intend clause 13.3 to protect legitimate interests, including committed Network Provider charges, reserved capacity, installation costs, equipment costs and minimum revenue commitments, and not to impose a punishment. Its enforceability depends on the circumstances in which it operates, consistently with Cavendish Square Holding BV v Talal El Makdessi [2015] UKSC 67.

13.6 The Client’s failure to use a Service, disconnection of equipment, replacement by another provider or request to pause the Service does not terminate the Work Order or release the Client from its payment obligations.

13.7 Porting, migration or transfer of a Service does not by itself waive the remaining contractual Fees or applicable termination charges.

14. Price changes

14.1 Fees are stated in the Work Order or applicable price list.

14.2 The Supplier may increase Fees on at least 90 days’ written notice to reflect:

a. Network Provider price increases;

b. inflation;

c. energy or utility costs;

d. exchange-rate movements;

e. infrastructure or data-centre charges;

f. regulatory or numbering charges;

g. increased taxes; or

h. other third-party costs reasonably incurred in providing the Service.

14.3 A leased-line Service may be subject to annual price changes of up to three occasions during the applicable contract term, where stated in the Work Order or price notice.

14.4 A price change does not affect the Client’s minimum-term obligations unless the Work Order or applicable law expressly provides a termination right.

14.5 Nothing in these Terms permits a price-change mechanism or contractual provision to override any mandatory statutory, regulatory or end-user protection.

15. Suspension and termination

15.1 The Supplier may suspend all or part of the Connectivity Services in accordance with the Master Terms.

15.2 Immediate suspension may occur where reasonably necessary because of:

a. non-payment;

b. fraud or unusual traffic;

c. a security or network risk;

d. unlawful or prohibited use;

e. a Network Provider’s suspension or withdrawal;

f. damage to infrastructure;

g. a regulatory or law-enforcement requirement; or

h. a threat to the Supplier, Client or another customer.

15.3 Suspension may affect the whole Client account, including other active Work Orders, where reasonably necessary to protect the Supplier, its systems, Network Providers or other customers.

15.4 Suspension does not release the Client from Fees, minimum-term commitments, equipment charges, usage charges or third-party costs.

15.5 On termination, the Client shall pay all accrued and committed sums and shall return Service Equipment as required.

16. Handover and migration

16.1 Subject to the Master Terms and payment of all sums properly due, the Supplier shall provide reasonable handover assistance, which may include:

a. circuit references;

b. service and account information;

c. IP addressing information;

d. L2TP configuration information;

e. Service Equipment details;

f. billing and usage information; and

g. other materials identified in the Work Order or handover schedule.

16.2 Handover shall be provided within the period stated in the Work Order or handover schedule. If none is stated, it shall be provided within 10 Business Days after the later of termination and payment of all sums properly due.

16.3 Migration, porting, reconfiguration and transition assistance beyond the included handover are chargeable at the Supplier’s then-current rates.

16.4 Migration is subject to Network Provider processes, technical availability, unpaid charges, notice periods, equipment return and the receiving provider’s cooperation.

16.5 For a genuine and properly notified invoice dispute, the Client shall pay all undisputed sums. The Supplier shall not withhold Client-owned materials solely because of that dispute, but may withhold materials specifically attributable to the disputed amount to the extent permitted by law.

17. Regulatory compliance

17.1 Each party shall comply with applicable laws and regulations concerning electronic communications, privacy, security, direct marketing, emergency services, switching, numbering and consumer or end-user rights.

17.2 The Supplier may modify or suspend a Service where reasonably necessary to comply with a statutory obligation, Ofcom requirement, applicable General Condition or Network Provider rule.

17.3 Nothing in these Terms excludes or limits mandatory rights or obligations under the Communications Act 2003 or applicable Ofcom General Conditions of Entitlement.

17.4 If a Work Order is supplied to a consumer or other protected end-user, mandatory statutory and regulatory rights prevail over any inconsistent provision.

18. Data protection

18.1 Each party shall comply with applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018.

18.2 The Client shall not use the Connectivity Services to transmit special-category or regulated data unless it has assessed the relevant risks and implemented appropriate technical and organisational measures.

19. Liability and third-party dependency

19.1 The Connectivity Services depend on Network Providers and infrastructure outside the Supplier’s control. The Supplier is not liable for a failure caused by such dependency except to the extent the Supplier has breached its own obligations.

19.2 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

19.3 Subject to the Master Terms, the Supplier does not guarantee that the Connectivity Services will be uninterrupted, error-free, secure, compatible with all equipment or suitable for every business purpose.

19.4 The Client shall maintain appropriate backup connectivity where uninterrupted access is necessary for its business.

20. Order of precedence

20.1 If there is an inconsistency, the following order applies:

a. the Work Order, only where it expressly overrides a provision;

b. these Broadband and Connectivity Terms;

c. applicable Telecoms Services Terms; and

d. the Master Terms.

20.2 The Connectivity Services are also subject to applicable Network Provider, infrastructure, equipment and third-party terms.

21. General

21.1 The Supplier may update these Terms in accordance with the Master Terms.

21.2 These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory statutory rights.