Terms of Service

1. About Cactus Co

Cactus Co is a web design and development agency providing bespoke digital services to clients. References to "we", "us", or "Cactus Co" refer to the business. References to "you" or "the Client" refer to the individual or organisation commissioning our services.

2. Scope of Services

Cactus Co offers the following categories of service:

• Web design and development: creation of new websites and digital products
• Ongoing retainer and maintenance: regular updates, content changes, and technical support
• Hosting and DNS configuration: procurement and setup of web hosting, and configuration of DNS records and nameservers on client-managed domains

The specific deliverables, timeline, and pricing for each engagement will be set out in a requirements and brief document and a formal quote, both of which form part of these Terms once confirmed and accepted.

3. Project Process

3.1 Onboarding Flow

All new client engagements follow the process below. Work does not commence until all steps are completed.

• Consultation call: we discuss your project, goals, and requirements
• Brief document: we send a written requirements and brief document to you via email
• Brief confirmation: you reply by email confirming the brief is accurate and complete
• Client portal invitation: we invite you to create an account on our client portal
• Quote: we issue a formal quote via the portal for your review
• Quote acceptance: you accept the quote through the portal
• Onboarding: you complete the following steps in one session via the portal: sign the project contract, pay the build deposit, and set up a payment method for your maintenance plan. All three steps are mandatory and must be completed before work begins
• Development begins: once all onboarding steps are confirmed complete, we commence work

We reserve the right to decline any project at our discretion prior to quote acceptance.

3.2 Brief and Scope

The confirmed brief document forms the agreed scope of the project. Any changes requested after brief confirmation that fall outside the original scope will be treated as additional work and quoted separately. We are not obligated to accommodate scope changes mid-project.

3.3 Client Responsibilities

You agree to:

• Provide all content, materials, brand assets, and information required for the project in a timely manner
• Assign a single point of contact with authority to approve decisions
• Respond to requests for feedback or approval within 5 business days
• Ensure all content and materials provided to us are owned by you or that you have the legal right to use them
• Complete all onboarding steps in full before expecting work to commence
• Maintain a valid payment method on file for the duration of your maintenance plan

Content and assets are subject to the due date agreed in your contract. If content or assets are delivered after the agreed due date, the project start date will shift by the number of business days by which delivery was late, and the estimated go-live date will be adjusted accordingly. Other delays caused by late feedback or approvals may also affect the project timeline.

If content or assets remain outstanding more than 20 business days after the agreed due date, we may terminate the project on written notice. On such termination, all work completed to date is invoiced and immediately payable, with the deposit you have already paid credited against the sums invoiced. Subject to section 3.4, we retain the deposit in any event.

3.4 Design Direction Check-In

At approximately day 4 of the build we will hold a live screen-share call with you (the "Check-In") at which we present one fully built, responsive page of your website. The purpose of the Check-In is to obtain your approval of the overall design direction, including layout, typography, and colour palette, before work continues at scale. It is not an opportunity for detailed page-level feedback, which is addressed during the revision rounds under section 3.5. Neither the Check-In nor any re-presentation under this section is a revision round, and neither counts towards the revision allowance stated in your contract.

At the Check-In you must do one of the following: (a) approve the design direction, in which case the build continues and your right to a refund under this section lapses; (b) give us notice of your concerns with the design direction; or (c) request time to consider the design direction.

Where you give notice of concerns under (b), we have one attempt to address them and will re-present the page to you within 5 business days of your written notice, at no cost to you. If you give us written notice within 3 business days of that re-presentation that the design direction remains unsatisfactory, you become entitled to a refund of your deposit on the terms set out below. If you do not give such notice within that period, the design direction is deemed approved and your right to a refund under this section lapses.

Where you request time to consider under (c), work on the build is paused with effect from the Check-In. You must give us written notice within 2 business days of the Check-In stating whether you approve the design direction under (a) or have concerns under (b). If you do not give such notice within that period, the design direction is deemed approved, work resumes, and your right to a refund under this section lapses.

Where you become entitled to a refund under this section, we will refund your deposit in full within 5 business days of your written notice. No deliverables, files, designs, code, or preview access transfer to you, and you acquire no rights in any work produced up to that point. The licence described in section 7.1 does not come into existence. Your contract terminates on payment of the refund, and neither party has any further liability to the other under it, save for any provision which by its nature is intended to survive termination. Where your maintenance plan is billed annually, the refund is a refund of your build deposit only, and not of your annual maintenance prepayment or any other sum paid or payable.

3.5 Revisions

Each project includes a defined number of revision rounds as stated in the quote. Revisions beyond this scope will be charged per additional revision round at the rate stated in your contract. A "revision round" means one consolidated set of feedback on the presented deliverables, submitted in a single written document within 5 business days of presentation. Revisions are limited to reasonable adjustments to existing designs and content. Structural changes, new pages, new features, and new content are scope changes, not revisions, and are quoted separately.

Where an additional revision round is unusually extensive, we may quote it separately in writing before commencing, subject to the minimum charge stated in your contract. The revision rates in your contract apply to the project build only and do not apply to work requested after go-live.

3.6 Timelines

We will provide estimated timelines in good faith. Timelines are dependent on prompt client feedback and may be adjusted due to factors outside our control. We will notify you of any significant delays as soon as reasonably practicable.

Any period during which work is paused, and any period allowed for remedying a breach, extends every subsequent date under your contract, including the estimated go-live date and the Completion Date, day for day. We will confirm the revised dates in writing. No single period of delay is counted more than once.

4. Payment

4.1 Fees

All fees are set out in your quote and are quoted in GBP. Cactus Co is not currently VAT registered, so no VAT is charged. If Cactus Co becomes VAT registered, VAT will be added to fees at the prevailing rate from the date of registration. We reserve the right to update our rates for new projects with reasonable notice.

4.2 Deposit

A non-refundable deposit of 50% of the total project fee is required before work commences, unless otherwise agreed in writing. The deposit is refundable only in the two cases set out below.

Where you become entitled to a refund at the Design Direction Check-In, section 3.4 applies and the deposit is refunded in full. Where you lawfully terminate your contract for our material breach before Completion, we will refund the deposit less a reasonable amount reflecting the work completed to date, within 14 days of termination taking effect.

4.3 Completion, Acceptance and Go-Live

Your website reaches "Completion" when we notify you in writing that it is available for final review and invite you to confirm you wish to proceed to go-live (the "Completion Date"). On Completion, we will issue the final balance invoice, which is payable within 5 business days of the invoice date.

You have 5 business days from deemed receipt of the Completion notice (as determined by the notices provision in your contract) to either confirm in writing or notify us in writing of any material defect, meaning a failure to conform to the deliverables agreed in your brief and quote. Your website is "Accepted" when you confirm in writing, or, if you do not notify us of a material defect within those 5 business days, on expiry of that period. Using your website commercially or making it publicly available also constitutes Acceptance. We will remedy any validly notified material defect within a reasonable time. Cosmetic preferences and other change requests are not material defects and are handled as revisions under section 3.5.

Following Acceptance and receipt of the final balance in full, we will schedule go-live to take place 2 business days later. Go-live will not occur until both Acceptance has taken place and the final balance has been paid in full. Notifying us of a material defect does not suspend your obligation to pay the balance invoice by its due date; remedy of validly notified defects and go-live remain conditional as set out above.

4.4 Invoicing and Payment Terms

Invoices are due by the due date stated in your contract or on the invoice. Late payments will incur interest at 8% above the Bank of England base rate per annum, together with reasonable recovery costs, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998. If any sum remains unpaid, we may suspend the services, including hosting and maintenance, on 7 days' written notice, without liability for any resulting downtime. Sums you dispute in good faith in writing within the applicable payment period do not trigger suspension; any undisputed portion remains payable when due. Initiation of a card chargeback or other payment reversal in respect of validly invoiced and undisputed sums constitutes non-payment, and you will bear our reasonable costs of contesting unwarranted chargebacks.

4.5 Withholding Payment

You may not withhold payment on the basis of subjective dissatisfaction with creative decisions where those decisions fall within the agreed brief. Disputes must be raised in writing within the defect-notification period stated in your contract.

4.6 No Set-Off

All sums payable under your contract with us shall be paid in full without set-off, counterclaim, deduction, or withholding, except as required by law.

5. Hosting and DNS Configuration

5.1 Hosting

Hosting is managed by Cactus Co using reputable third-party providers and is included as part of your maintenance plan. No separate hosting fee applies. Subject to section 10, we are not liable for downtime, data loss, or interruptions caused by the hosting provider, and will endeavour to notify you of any planned maintenance where possible. Backup and restoration beyond the backup regime stated in your maintenance plan is excluded unless separately agreed in writing.

5.2 Domain Names

Domain names are the sole responsibility of the Client. You are responsible for registering, renewing, and managing your own domain name with your chosen registrar. Cactus Co does not register or manage domains on your behalf.

Where required to connect your domain to our hosting or other services, we may request temporary access to your domain registrar account solely for the purpose of updating DNS records or nameservers. We will not make any other changes to your account, and you should revoke access once configuration is complete if you wish to do so.

Subject to section 10, we are not liable for any issues arising from your domain registration, expiry, or management, including website downtime caused by a lapsed domain.

If your project ends or your maintenance plan is cancelled, we will provide you, on request, with the information reasonably necessary to point your domain to alternative hosting. We are not responsible for migrating, exporting, or re-hosting your website unless separately agreed in writing.

6. Maintenance Plan

6.1 Mandatory Requirement

A maintenance plan is required for all clients. Signing up for a maintenance plan is a condition of engaging Cactus Co and must be completed during onboarding before development work begins. We do not deliver or hand over completed websites to clients who are not on an active maintenance plan.

6.2 Billing Options

Maintenance plans are available on a month-to-month basis or as an annual plan. Annual plans are billed once a year at a rate equivalent to 10 monthly payments, giving you 2 months free.

Fees are billed in advance via the payment method set up during onboarding. For monthly plans, the first payment is taken on your go-live date and subsequent payments on the same date each month. If your go-live date moves, your payment dates move with it accordingly and we will confirm the actual dates in writing. For annual plans, the first payment covers the full year from your go-live date.

Annual plans automatically renew for a further 12-month term on the same plan at the then-current annual fee, unless you give us written notice at least 14 days before your renewal date that you wish to switch to monthly billing or cancel. We will notify you of your renewal date and renewal fee at least 30 days before your current term ends. If you opt out, rolling monthly billing applies at the then-current monthly fee, or the plan ends, as you elect.

All fees are as stated in your quote and are subject to annual review with 30 days' written notice. For monthly plans, any increase takes effect from the start of the next billing period following that notice. For annual plans, your fee is fixed for the duration of each prepaid term, and any increase applies only from your next renewal.

6.3 Introductory Discounts

Where we offer an introductory discount on a monthly plan, it applies only to the months specified in your contract, after which the standard monthly fee applies. The discount does not extend the cancellation notice period or vary any other term, and does not apply in combination with the annual payment option.

An introductory discount is conditional on your maintenance plan remaining active for at least 6 months from your go-live date. If your cancellation takes effect before the end of that period, or if we terminate your plan for your breach before the end of that period, the difference between the standard monthly fee and the discounted fee for each discounted month becomes immediately payable. No such amount is payable where we terminate your plan for convenience. Downgrades requested during that 6-month period take effect only from the first billing date after the period ends.

6.4 Upgrades

You may upgrade to a higher maintenance plan at any time through the client portal.

On a monthly plan, upgrades take effect from your next billing date at no additional immediate charge.

On an annual plan, upgrades take effect immediately. You will be charged the difference between the two plans for the remaining whole months of the term, calculated at the applicable annual rates. Your annual renewal date does not change.

6.5 Downgrades and Cancellation (Monthly Plans)

A monthly plan continues on a rolling basis from your go-live date. Either party may cancel it by giving written notice, and you may request a downgrade in the same way. Cancellation or downgrade takes effect from the first billing date that falls at least 30 days after notice is given. Cancellation does not entitle you to a refund of any fees already paid.

6.6 Downgrades and Cancellation (Annual Plans)

Downgrades on an annual plan take effect at renewal, not during the prepaid term. To downgrade at your renewal date, give us written notice at least 14 days before that date.

You may cancel an annual plan during your prepaid term by giving us written notice; cancellation takes effect 14 days after we receive the notice, or on a later date you specify. If you cancel before the end of your paid year, we will refund the amount you have prepaid less the standard monthly rate for your plan for each month, or part month, of service used up to the effective cancellation date (rounded up to the next whole month). No refund is due once your prepaid amount has been exhausted at the standard monthly rate. Refunds are processed within 14 days of your cancellation request being confirmed in writing.

6.7 What's Included

The scope of your maintenance plan is set out in your quote. Unless explicitly stated otherwise, maintenance plans do not include new feature development, redesigns, or additional pages. These are scoped and quoted separately.

6.8 Suspension for Non-Payment

If a maintenance payment fails we will retry collection. If payment is not received within 7 days, we reserve the right to suspend maintenance services, and the licence described in section 7.1, on written notice until the outstanding balance is cleared. The same applies to a failed annual renewal payment, measured from the renewal date. Two consecutive failed collection attempts on the same invoice, unremedied 7 days after written notice, constitute a material breach of these Terms.

7. Intellectual Property

7.1 Cactus Co IP: Retained

Cactus Co retains full ownership of all intellectual property rights in the underlying code, frameworks, component libraries, design systems, templates, and development tools used or created in the course of delivering your project. This includes any proprietary processes, patterns, or structures that form the technical foundation of your website.

Upon receipt of full and final payment, Cactus Co grants you a non-exclusive, non-transferable licence to use these elements solely for the purpose of operating your website. This licence is contingent on your maintenance plan remaining active and all fees under your contract being paid in full. The licence may be assigned to a successor in title acquiring all or substantially all of your business, provided you give us written notice and the successor agrees in writing to be bound by the licence terms.

If any undisputed sum due remains unpaid 7 days after we give you written notice of non-payment, this licence will suspend until the default is remedied. Sums you dispute in good faith in writing within the applicable payment period do not trigger suspension; any undisputed portion remains payable when due. If your maintenance plan is cancelled, not renewed, or expired in accordance with these Terms (with any outstanding fees settled), if we cancel your maintenance plan for convenience as described in section 12, or if you lawfully terminate your contract with us for our material breach as described in section 12, this licence will convert to a perpetual licence on the same non-exclusive, non-transferable terms, with no ongoing royalty obligation. Under a perpetual licence you may use and modify our underlying technology solely for the purpose of operating, maintaining, and securing your website; the restrictions on redistribution, sublicensing, and transfer set out above, and the limitation to your website, continue to apply.

7.2 Client IP: Assigned

Upon receipt of full and final payment, Cactus Co assigns to you all intellectual property rights in the bespoke creative assets and content produced specifically for your project. This includes custom graphic design, bespoke illustrations, written copy created by us, and any other creative deliverables unique to your brand. This assignment is worldwide, perpetual, and royalty-free.

Content and materials provided by you (including your logo, brand assets, photography, and copy) remain your property at all times.

7.3 Third-Party Assets

Where third-party assets are used (stock photography, fonts, plugins, frameworks, themes), those assets remain subject to their respective licences. We will inform you of any licence requirements that affect your use of the deliverables. You are responsible for maintaining any required third-party licences following completion of the project.

7.4 Portfolio Rights and Footer Attribution

We retain the right to display the completed project in our portfolio and marketing materials unless you request confidentiality in writing prior to project commencement.

The website we deliver will include, as standard, a small footer credit reading "Built by Cactus" (or similar) linking to our website. You may request its removal at any time by writing to us, at no charge, and we will remove it within a reasonable time. Removing the credit does not affect our portfolio rights above.

7.5 IP Indemnity

You shall indemnify, defend, and hold harmless Cactus Co and its employees, contractors, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal costs) arising out of or in connection with any allegation that the content, materials, data, or other assets provided by you infringe the intellectual property rights or other rights of any third party.

8. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with a project. This obligation does not apply to information that is publicly available or required to be disclosed by law.

9. Data Protection

9.1 Our Role

In connection with our services, Cactus Co may process personal data in two capacities: as an independent controller for our own business purposes (such as managing client relationships and sending invoices), and as a data processor acting on your behalf where we process personal data relating to your end-users in the course of delivering services. Our Privacy Policy, available at wearecactus.co/privacy, provides further details of our data practices as controller.

9.2 Your Responsibilities

Where we process personal data on your behalf, you are responsible for ensuring you have a lawful basis under applicable data protection law for that processing, that you have provided all required notices to relevant data subjects, and that you have obtained any necessary consents. You are also responsible for ensuring your website and your use of our services complies with all applicable data protection legislation.

9.3 Our Obligations as Processor

Where we act as your processor, we will:

• Process personal data only on your documented instructions, unless required to do so by law
• Ensure that persons authorised to process the personal data are subject to appropriate obligations of confidentiality
• Implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage
• Not engage sub-processors without your prior authorisation, and impose equivalent data protection obligations on any sub-processor we engage
• Where personal data is transferred outside the UK, ensure an appropriate safeguard is in place, such as the ICO's International Data Transfer Agreement or UK Addendum to the EU SCCs
• Assist you in responding to data subject requests exercising their rights under applicable data protection law
• Assist you in meeting your obligations under Articles 32 to 36 of the UK GDPR covering security, breach notification, impact assessments, and prior consultation, taking into account the nature of the processing and the information available to us
• Notify you without undue delay on becoming aware of a personal data breach affecting data processed on your behalf, and provide reasonable assistance with your own notification obligations
• At your election, delete or return all personal data on termination of the services, unless retention is required by applicable law
• Make available to you all information reasonably necessary to demonstrate our compliance with this section 9

9.4 Sub-Processors

We use third-party sub-processors including hosting providers, analytics platforms, email service providers, payment processors, error and performance monitoring providers, uptime monitoring providers, and AI/machine-learning service providers (where AI features form part of the agreed deliverables or services). You provide general authorisation for us to engage sub-processors in these categories, and a current list is available on request. We will notify you of any intended additions or replacements, and you may object within 14 days of notification. Where a valid objection is raised and the parties cannot agree an alternative, either party may terminate the affected services on reasonable written notice.

9.5 Retention and Deletion

We retain personal data processed on your behalf only for as long as is necessary to deliver the services or as required by applicable law. On termination, we will, at your written request, securely delete or return that personal data within a reasonable timeframe, unless retention is required by applicable law.

9.6 Indemnity

You shall indemnify us against losses, claims, and regulatory penalties arising from your breach of section 9.2 or from processing carried out in accordance with your documented instructions.

10. Limitation of Liability

10.1 Liability Cap

To the fullest extent permitted by law:

• Cactus Co's total aggregate liability to you arising out of or in connection with any project shall not exceed the total fees paid or payable by you to Cactus Co in the twelve (12) months immediately preceding the event giving rise to the claim
• We will not be liable for any indirect, consequential, loss of profit, or loss of business damages, or for loss, corruption, or unauthorised disclosure of your data, except where this is caused by our breach of the data protection terms in section 9 or our negligence
• We are not liable for the actions or failures of third-party providers including hosting companies, payment processors, or plugin developers

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

This cap applies to our liability only. It does not limit your obligation to pay fees due under your contract, or your indemnity obligations under section 7.5.

10.2 Force Majeure

We will not be liable for any failure or delay in performing our obligations to the extent caused by circumstances beyond our reasonable control, including acts of God, natural disasters, pandemics, power outages, internet or telecommunications failures, government actions, or the acts or omissions of third-party service providers. We will notify you promptly of any such event and use reasonable endeavours to resume performance as soon as practicable.

10.3 Reasonableness

Nothing in this section 10 excludes or limits liability to any extent that would be unreasonable under the Unfair Contract Terms Act 1977.

11. Warranties

We warrant that we have the right, power, and authority to enter into your contract and perform our obligations under it, that our services will be performed with reasonable skill and care, and that to the best of our knowledge the bespoke deliverables we create will not infringe the intellectual property rights of any third party (excluding third-party materials incorporated at your request or as part of third-party platforms or frameworks).

We further warrant that your website as delivered at Completion will materially conform to WCAG 2.1 Level AA, save in respect of content or materials supplied by you, third-party platforms or embeds, and any changes made after Completion by anyone other than us.

Any defect in your delivered website must be notified to us in writing within 60 days of Acceptance. Our sole obligation, and your exclusive remedy, for breach of our service warranties is re-performance of the affected services or remedy of the notified defect within a reasonable time. This does not limit any liability that cannot be excluded by law, and does not affect our obligations under your maintenance plan.

You warrant that all materials, content, and information provided to us are accurate, lawful, do not infringe any third-party rights, and that you have all necessary rights to use them.

We do not warrant that websites will be free from all defects or interruptions, or that they will achieve any particular commercial outcome including search engine rankings, website traffic, leads, conversions, or revenue. We are not responsible for the terms, performance, or failure of any third-party platform, integration, plugin, or service incorporated into the deliverables.

Save as expressly warranted above, you are solely responsible for ensuring that your website and your use of the deliverables comply with all applicable laws and regulations, including consumer protection law, accessibility requirements, and any sector-specific regulations applicable to your business. Nothing in these Terms constitutes legal advice.

By engaging our services, you confirm that you are doing so in the course of your trade, business, craft, or profession, and not as a consumer. The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply, and no cooling-off or cancellation right under those Regulations applies to your engagement with us.

12. Termination

Either party may terminate a project by giving written notice if the other party:

• Materially breaches these Terms and fails to remedy the breach within 14 days of written notice
• Becomes insolvent or enters into administration

You may also terminate a project for convenience at any time by giving us written notice. On termination by you other than for our breach, you remain liable for all work completed to date, the non-refundable deposit, and any committed third-party costs, meaning costs we have reasonably incurred or contractually committed to third parties in delivering the agreed scope, where those costs were notified to you in advance or are inherent to the agreed deliverables. All outstanding fees become immediately due and payable. The deposit already paid is credited against the total sums due, so there is no double recovery. Where you have become entitled to a refund of your deposit under section 3.4, that section applies in place of this paragraph and you incur no liability under it. Your maintenance plan continues on its existing basis unless you separately cancel it under section 6.

On termination for convenience by you, and upon payment in full of the termination invoice, we will assign to you the intellectual property rights in bespoke deliverables completed and paid for as at the date of termination, on the terms described in section 7.2. No rights are assigned in incomplete or unpaid deliverables.

On termination by us for your breach, all outstanding fees become immediately due and payable.

Where you lawfully terminate for our material breach, your licence to use our underlying technology converts to a perpetual licence as described in section 7.1.

Where you lawfully terminate for our material breach, we will also assign to you the intellectual property rights in bespoke deliverables completed and paid for as at the date of termination, on the terms described in section 7.2. No rights are assigned in incomplete or unpaid deliverables.

We may also cancel your maintenance plan for convenience by giving you at least 30 days' written notice. If we do, we will refund any prepaid maintenance fees for the unexpired period, and your licence to use our underlying technology will convert to a perpetual licence as described in section 7.1.

We may suspend the services, in whole or in part, on written notice if you are in material breach of your obligations (for example, failing to provide content, non-payment, or instructing unlawful activity), until the breach is remedied. Suspension does not limit our right to terminate.

Where your maintenance plan is cancelled, not renewed, or has expired in accordance with section 6 with all due fees paid, we will, on your written request made within 60 days of cancellation taking effect, provide a one-time export package comprising your website codebase (excluding our development tooling, third-party credentials, and agency account access) and a database export in a standard format, within 15 business days of your request. Following cancellation, hosting, deployment, and operation of your website are your sole responsibility. Migration, deployment, or re-hosting assistance is available at our then-current rates. This paragraph does not expand the licence described in section 7.1.

13. Amendments to These Terms

We may update these Terms from time to time. We will notify you of material changes by email at least 14 days before they take effect. Continued engagement with our services after that period constitutes acceptance of the updated Terms. If we make a material adverse change to these Terms during a prepaid annual term, you may cancel your maintenance plan by written notice within 30 days of our change notice and receive a pro-rata refund of the unexpired portion of your prepaid fee, calculated at the annual rate you paid, without applying the standard monthly rate refund formula.

14. Governing Law and Disputes

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by negotiation for at least 14 days from written notice of the dispute by either party. This does not prevent either party from seeking urgent injunctive relief or pursuing an undisputed debt.

15. Assignment and Subcontracting

You may not assign your contract with us without our written consent, save that your licence to use our underlying technology may be assigned to a successor in title as described in section 7.1. We may subcontract performance of the services, provided we impose equivalent confidentiality and data protection obligations on our subcontractors and remain responsible for their work.

16. Third-Party Rights

A person who is not a party to your contract with us has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

17. General

17.1 Order of Precedence

Your signed project contract, its schedules, and any confirmed brief or quote referenced in it, together with these Terms, form the entire agreement between us relating to your project. In the event of any conflict or inconsistency, the order of precedence is: (1) your project contract; (2) its schedules, including the maintenance plan and the confirmed brief and quote; (3) these Terms. Nothing in this section limits or excludes liability for fraudulent misrepresentation.

17.2 Notices

Any notice, confirmation, or other communication required under these Terms must be in writing and delivered by email to the addresses notified by each party, or by message within our client portal. A notice given by either method is deemed received at 9:00am on the next business day after sending, provided the sender receives no automated delivery-failure or bounce-back notification.

17.3 Business Days

A "business day" means a day other than a Saturday, Sunday, or public holiday in England and Wales.

17.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the provision will be deemed deleted. Any such modification or deletion does not affect the remaining provisions.

17.5 Waiver

No failure or delay by either party in exercising any right or remedy operates as a waiver of that right or remedy, and a waiver of any breach does not constitute a waiver of any subsequent breach.

17.6 Variation

No variation of your contract with us is effective unless it is in writing and agreed by both parties. Informal communications, including messaging apps, do not vary your contract unless expressly agreed as a variation in writing by both parties.

18. Contact

For any questions about these Terms, please contact us at: