The Valen Digital Terms And Conditions

TERMS & CONDITIONS

This page was last updated: 30th September 2026

Please read these terms and conditions carefully before ordering any Services. By ordering any of our Services, you agree to be bound by these terms and conditions. Please read through these terms and conditions carefully and print or save a copy for future reference.

If you refuse to accept these terms and conditions, you will not be able to order any Services.

1.Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).

Supplier: www.valendigital.co.uk is a site operated by Umbrella Interactive Ltd a company incorporated in England and Wales with registration number 07160269 whose registered office is at 15 Water St, Rochdale, Greater Manchester, Lancashire OL16 1TL. Our VAT number is 126 9325 08;

Customer: the person, firm, company or other business entity which purchases Services from the Supplier and, unless expressly stated otherwise, means a Business Customer;

Business Customer: a Customer purchasing the Services wholly or mainly for purposes relating to that Customer’s trade, business, craft or profession. The Supplier’s Services are offered and supplied on a business-to-business basis to website owners, operators and other persons acquiring the Services for business purposes, including the promotion, operation or development of a business or the generation of customers, enquiries or revenue;

Contract: the agreement between the Customer and the Supplier for the purchase of Services, comprising these Conditions together with the applicable Order Form and, where relevant, any accepted quotation, proposal, written specification, or written/email confirmation of the Services agreed between the Customer and the Supplier;

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

Services: the services to be provided by the Supplier under the Contract as set out in, described by, or incorporated into the applicable Order Form, accepted quotation, proposal, written specification or written/email confirmation;

Order Form: the Supplier’s order record or order form for the purchase of Services, including an order placed through the Supplier’s online ordering system. An Order Form may identify or incorporate by reference an accepted quotation, proposal, quotation number, written specification, email correspondence or other written confirmation setting out the Services, scope, price, term and/or other particulars agreed with the Customer;

Project Plan: where applicable, the agreed scope, specification, deliverables, timescales and other particulars for the Services, as set out in or incorporated into the applicable Order Form, accepted quotation, proposal, written specification or written/email confirmation agreed between the Customer and the Supplier. Depending on the Services, the Project Plan may include:

• (a) the Services to be supplied, the agreed deliverables, scope, timescales and any service-specific requirements;
• (b) for website design and development, the agreed design specification, functionality, content/assets to be supplied by the Customer, and any approval stages;
• (c) for Search Engine Optimisation (SEO), the agreed website or URLs, target topics, key phrases or other objectives, together with any website, analytics, search-console, hosting, CMS or other access reasonably required to provide the Services;
• (d) for outreach link building or individual/single/batch link purchases, the Customer’s target URL(s), requested or preferred keywords/anchor text, and any expressly agreed link/site criteria;
• (e) for Google Maps or local citation-building Services, the applicable business information, locations, access details and other information required to perform the Services;
• (f) for PPC/advertising management Services, the applicable advertising platform(s), account access, campaign scope, agreed management requirements and any advertising budget or spend separately payable by the Customer;
• (g) for lead generation Services, the lead parameters agreed with the Customer before setup, together with any information required to configure and provide the lead generation Service;
• (h) any computer programs, data, reports, specifications, text, images, graphics, credentials, account access, approvals or other information/materials reasonably required from the Customer; and
• (i) any other details identified in the applicable Order Form, accepted quotation, proposal, written specification or written/email confirmation.

Consultant: any consultant, subcontractor, freelancer, designer, developer, writer, specialist, agent or other third party engaged by the Supplier in connection with the Services. A Consultant may perform all or part of the Services on the Supplier’s behalf and need not be separately identified to the Customer;

Deliverables: all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts);

Content: where included in the Services, any written content, copy, articles, blog content, page content, reports or other written or editorial materials created, edited or supplied by the Supplier or a Consultant for the Customer;

Input Material: all Documents, information, data, access credentials and materials provided or made available by the Customer in connection with the Services including, without limitation:

• website, hosting, CMS, server, FTP/SFTP, database or other technical access details where reasonably required;
• analytics, search-platform, advertising, social, business-profile or other account access where relevant to the Services;
• key phrases, topics, target URLs, business information, campaign objectives, specifications, reports or other instructions relevant to the Services;
• computer programs, data, documents, text, images, graphics, audio, video or other content/materials required for the Services;
• API credentials, tokens, verification details or other technical information where reasonably required and authorised by the Customer; and
• any other information, approvals, access or materials reasonably required by the Supplier to perform the Services.

Customer’s Pre-existing Materials: all Documents, information and materials provided by the Customer which existed prior to the commencement of the contract including data, graphic logos and files;

Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, graphic logos and specifications;

Third-Party Materials: any content, materials, software, code, fonts, icons, images, photographs, video, audio, plugins, applications, data, artificial-intelligence output or other item used in connection with the Services which is owned, licensed or otherwise supplied by a third party and is subject to that third party’s applicable licence, subscription, lease or other usage terms;

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;

Hosting Management Charge: the management charge payable in respect of the Hosting Services, where Hosting Services are provided by the Supplier;

1.2 Headings in these conditions shall not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Any schedule expressly incorporated into the Contract forms part of the Contract.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A reference to writing or written includes email and communications made through the Supplier’s ordering system or customer account, except where condition 23 expressly requires a particular method for service of a notice.

1.7 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.8 References to conditions are to the conditions of the Contract and references to schedules are to any schedules expressly incorporated into the Contract.

2 Application of Conditions

2.1 These Conditions shall:

2.1.1 apply to and be incorporated into the Contract; and

2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, brief, specification or other Document supplied by the Customer, or arising through trade custom, practice or course of dealing, in each case to the fullest extent permitted by law.

2.1.3 If there is any inconsistency between documents forming the Contract, an express written variation agreed by the Supplier and the Customer shall prevail; after that, the applicable Order Form, accepted quotation, proposal or written specification shall prevail only in relation to the expressly agreed service-specific scope, price, term, deliverables or other particulars stated in it; these Conditions shall otherwise prevail over any other document, correspondence or communication. No email, discussion, correspondence or other communication shall vary these Conditions unless it expressly states that it is intended to vary the Contract or these Conditions and that variation is expressly agreed in writing by the Supplier.

2.2 The Customer’s submission of an order through the Supplier’s ordering system, purchase order, or acceptance of a quotation or proposal constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. A Contract shall be formed on the earliest of:

2.2.1 the Supplier confirming acceptance of the order through its ordering system or by email or other written communication;

2.2.2 the Supplier issuing an Order Form, written acknowledgement or other confirmation which expressly accepts the Customer’s order or accepted quotation/proposal; or

2.2.3 the Supplier commencing performance of the Services. An automated acknowledgement that an order or payment has been received does not, by itself, constitute acceptance unless it expressly states that the order has been accepted. The Customer’s standard terms and conditions, if any, shall not govern the Contract unless the Supplier expressly agrees otherwise in writing.

2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2. Unless otherwise stated in writing, a quotation is valid for 30 days from its date, provided that the Supplier has not previously withdrawn it. The price quoted to the Customer applies only to the Services and scope stated in the quotation. If the Customer requests any change, addition or variation after work has commenced or after the scope has otherwise been agreed, the Supplier may, at its discretion, agree to that request. Any agreed change may affect charges, timescales, deliverables or other terms and shall not take effect unless confirmed or accepted by the Supplier in writing.

2.4 The Supplier offers Business Customers a contractual 7-day cancellation period, beginning on the date the Contract is formed, for SEO Services, website design and development Services, managed website maintenance Services, outreach link-building Services, Google Maps Services and PPC/advertising-management Services. This is a contractual cancellation right offered by the Supplier and is not intended to represent a statutory consumer cooling-off right. The contractual cancellation period is available only where work, setup or performance of the relevant Service has not commenced. For this purpose, commencement includes, without limitation, substantive research or planning, service/account setup or configuration, procurement or ordering of third-party resources, allocation or instruction of a Consultant to begin chargeable work, or any other substantive performance of the relevant Service. Once work, setup or performance has commenced, the contractual cancellation period ends. Individual/single/batch link purchases, local citation-building Services, lead generation credits/top-ups, technical SEO reports, PageSpeed optimisation, other one-off Services and any setup charges are excluded from this contractual cancellation period unless the Supplier expressly agrees otherwise in writing.

2.5 The Customer represents and warrants that it is entering into the Contract as a Business Customer and is purchasing the Services wholly or mainly for purposes relating to its trade, business, craft or profession. Any individual placing an order, accepting a quotation/proposal or otherwise entering into the Contract on behalf of a company, partnership, sole trader, organisation or other business represents and warrants that they have authority to bind that Customer to the Contract. Nothing in these Conditions excludes any rights that cannot lawfully be excluded where, notwithstanding those representations, the Customer is legally treated as a consumer.

2.6 The Supplier may update these Conditions from time to time to reflect changes in law or regulation, the Services, technology, security requirements, operational requirements or the Supplier’s business practices. The Customer is responsible for reviewing the current version of the Conditions made available by the Supplier from time to time.

2.6.1 Updated Conditions shall apply to all new Contracts formed on or after the stated effective date of the updated Conditions.

2.6.2 For an existing Contract within a fixed or minimum term, a change required by law, regulation, security, technical necessity or another requirement which does not materially alter the core commercial scope, price or minimum term may take effect from the date stated by the Supplier. Where reasonably practicable, the Supplier shall notify the Customer of such a change using a method permitted under condition 23. Any other material change to the core commercial terms of an existing fixed or minimum-term Contract shall not apply retrospectively unless expressly agreed by the Customer or otherwise permitted or required by law.

2.6.3 For Services continuing on a rolling basis, including Services continuing after expiry of an agreed minimum term, the Supplier may apply updated Conditions prospectively by giving the Customer not less than 30 days’ notice using a method permitted under condition 23. A notice validly sent or made available in accordance with condition 23 is effective in accordance with the deemed-receipt provisions of that condition whether or not the Customer opens or reads the email, logs into its customer account or otherwise reviews the notice. From the stated effective date, the updated Conditions shall supersede the previous version in relation to the continuing Services. Continued payment for, use of or receipt of the Services after that effective date constitutes acceptance of the updated Conditions to the fullest extent permitted by law. The Supplier may additionally display an account notification or acceptance prompt and retain a record of any acknowledgement or acceptance, but such additional record is not a prerequisite to the effectiveness of a notice validly served under this condition unless the Supplier expressly states otherwise or applicable law requires express agreement.

2.6.4 If the Customer does not wish to continue a rolling Service under updated Conditions, any termination remains subject to the notice requirements and other termination provisions applicable to that Service. An update to these Conditions does not, of itself, create any separate right to a refund, cancellation outside the applicable termination provisions, reversal of fees already paid, or withholding or non-payment of any sum which accrued or became due before termination.

3. Commencement and Duration

3.1 Where a Commencement Date is specified in the applicable Order Form, quotation, proposal or other written confirmation, the Services shall commence on that date. Where no Commencement Date is specified, the Commencement Date shall be the date on which the Supplier begins substantive performance of the Services, subject to receipt of any payment, Input Material, access, approval or other prerequisite reasonably required before work can commence.

3.2 Unless the Supplier expressly agrees a shorter minimum term in writing, Search Engine Optimisation (SEO) Services shall be supplied for an initial minimum term of 1 year. The Supplier may agree a shorter minimum term, including a 6-month or 3-month term, where this is expressly confirmed in the applicable Order Form, quotation, proposal or other written confirmation from the Supplier. Following expiry of the agreed minimum term, SEO Services shall continue on a rolling monthly basis at the same monthly price payable immediately before expiry of the minimum term unless a different price or renewed Contract is expressly agreed in writing. Termination of SEO Services is subject to condition 14.8.

3.3 Managed website maintenance Services are supplied on a rolling 30-day basis unless expressly agreed otherwise in writing. Termination of managed website maintenance Services is subject to condition 14.5.

3.4 Outreach link-building Services are supplied for an initial minimum term of 6 months unless expressly agreed otherwise in writing. Termination of outreach link-building Services is subject to condition 14.9.

3.5 Google Maps Services are supplied for an initial minimum term of 3 months unless expressly agreed otherwise in writing. Following expiry of the agreed minimum term, Google Maps Services shall continue on a rolling monthly basis at the same monthly price payable immediately before expiry of the minimum term unless a different price or renewed Contract is expressly agreed in writing. Following expiry of the minimum term, the Customer may terminate the continuing Google Maps Services on a minimum of 30 days’ notice.

3.6 Website design and development Services are supplied as one-off project Services unless expressly agreed otherwise in writing. The applicable scope, price and deliverables shall be stated in the relevant Order Form, quotation, proposal or other written confirmation.

3.7 Individual, single or batch link purchases are one-off Services supplied in accordance with the link criteria agreed at the time of order.

3.8 Local citation-building Services are one-off Services supplied in accordance with the applicable Order Form, quotation, proposal or other written confirmation.

3.9 Other Services including technical SEO reports and PageSpeed optimisation are normally supplied as one-off Services unless expressly agreed otherwise in writing.

3.10 PPC and advertising-management Services are supplied on a monthly basis for an initial minimum term of 3 months unless the Supplier expressly agrees a different minimum term in writing in an email, quotation, proposal, Order Form or other written confirmation. Following expiry of the agreed minimum term, PPC and advertising-management Services shall continue on a rolling monthly basis at the same monthly price payable immediately before expiry of the minimum term unless a different price or renewed Contract is expressly agreed in writing. Termination is subject to condition 14.10.

3.11 Lead generation Services are supplied on a prepaid credit basis. The initial purchase shall comprise 20 lead units, with the price/value per lead determined by the applicable industry, sector and agreed parameters. Each lead supplied shall deduct one credit from the Customer’s available balance unless otherwise expressly agreed in writing. Subsequent top-ups shall be for the same aggregate value as the initial 20-lead purchase unless the Supplier expressly agrees otherwise in writing.

4. Supplier’s Obligations

4.1 The Supplier shall perform the Services with reasonable care and skill and shall use reasonable endeavours to deliver the Services and Deliverables in accordance in all material respects with the applicable Order Form and agreed scope.

4.2 The Supplier shall use reasonable endeavours to meet any performance or delivery dates agreed in writing. Unless a date is expressly stated in writing to be fixed or guaranteed, all performance and delivery dates are estimates only and time shall not be of the essence. Where no performance or delivery date is agreed, the Supplier shall perform the relevant Services within a reasonable time.

4.3 Performance and delivery dates are dependent upon the Customer providing all required payments, Input Material, access, information, feedback and approvals when requested or agreed. Any delay caused by the Customer or by circumstances outside the Supplier’s reasonable control shall extend the relevant timescale accordingly, and the Supplier shall not be in breach of the Contract to the extent that performance is prevented or delayed for that reason.

4.4 Valen Digital operates a “free minor update” policy that is valid for Customers that have had their websites designed by, and hosted by, Valen Digital or Umbrella Host. The free minor update policy is a discretionary benefit and does not constitute a contractual entitlement to unlimited maintenance or support unless expressly included within paid Services. Valen Digital reserves the right to refuse, vary or cancel any such “free minor update” arrangement without notice at any time and shall determine, acting reasonably, whether requested work constitutes a minor update. This policy is entirely at Valen Digital’s discretion and includes minor updates to text, images and the general layout of a web page. Any major changes or maintenance required on the Customer’s website will be charged by the hour with the Customer informed of this before work commences. Work will commence on receipt of the Customer’s agreement to carry out such maintenance.

4.5 The Supplier may use software, automation, artificial-intelligence and other technology-assisted tools as part of its internal working methods to improve efficiency, analysis, research, drafting, development, testing or delivery of the Services. Such tools may assist the Supplier, its Consultants and personnel but, unless expressly agreed otherwise, are not intended to replace appropriate human oversight of completed Deliverables.

4.6 Where artificial-intelligence or automation tools are used in technical or coding work, such work may form part of the Supplier’s development process and will be subject to such review and/or testing as the Supplier considers appropriate having regard to the nature and scope of the relevant work and the Supplier’s obligation to exercise reasonable care and skill before deployment where the Supplier is responsible for deployment.

4.7 Where the Supplier creates or retains a backup in connection with any Service, the default maximum retention period for that backup is 6 months from the date the backup is created, unless a different retention period is expressly stated for the applicable Service or agreed in writing, or a shorter or longer period is required or justified by applicable law. After the applicable retention period the Supplier may permanently delete or overwrite the backup without further notice. This condition does not create an obligation on the Supplier to create or retain a backup where backup Services are not expressly included in the agreed scope and does not reduce the Customer’s obligations under condition 6.17.

5. Outcomes, Warranties and Non-Exclusivity

5.1 Except where the Supplier has expressly agreed a specific measurable Deliverable or service criterion in writing, the Supplier does not warrant or guarantee any particular commercial, financial or third-party-controlled outcome from the Services, including any particular search-engine position, traffic level, enquiry level, number of leads, sales, conversion rate, advertising return, platform approval, indexation outcome, third-party metric, or continued availability or performance of any third-party platform, service or system. Nothing in this condition excludes or limits the Supplier’s obligation to perform the Services with reasonable care and skill.

5.2 The Services are provided on a non-exclusive basis. The Supplier shall be free to supply the same or similar Services to businesses operating in the same or competing industry sectors as the Customer, subject always to the Supplier’s confidentiality obligations under the Contract.

5.3 Completion of a website design or development project does not create any obligation on the Supplier to provide ongoing search engine optimisation, website promotion, marketing, advertising, monitoring, maintenance or other continuing Services unless those Services are expressly included in the agreed scope or are the subject of a separate Contract or written agreement. Any ongoing promotion, optimisation or marketing Services must be separately agreed in writing.

6 Customer’s Obligations

6.1 The Customer shall:

6.2 co-operate with the Supplier in all matters relating to the Services;

6.3 provide to the Supplier, in a timely manner, all Input Material, information, access, credentials, approvals, decisions, instructions and other cooperation reasonably required for the Supplier to perform the Services, and ensure that all such information and materials are complete, accurate and current in all material respects. The Customer warrants that it has authority to provide or make available all such information, access and materials to the Supplier.

6.4 obtain and maintain all licences, permissions, consents, approvals and other rights required in relation to the Customer’s business, website, Content, Input Material, advertising, campaigns, accounts, data, products, services and use of the Deliverables, and comply with all legislation, regulation, industry requirements and third-party terms applicable to the Customer’s own activities and materials. This condition applies principally to matters within the Customer’s control or supplied, selected, instructed or approved by the Customer and does not limit or replace the separate provisions governing Supplier-selected or other Third-Party Materials under condition 10.

6.4.1 where the Supplier designs or develops a website for the Customer, the Customer authorises the Supplier to include a discreet footer attribution and link to the Supplier’s website, such as “Website by Valen Digital”, “Designed by Valen Digital” or substantially similar wording. The Customer may request removal of that attribution in writing, unless its inclusion has been expressly agreed as part of the commercial terms of the project.

6.5 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any person acting on the Customer’s behalf, including failure to provide payment, Input Material, access, information, feedback, instructions, approvals or other cooperation when reasonably required, the Supplier shall not be liable for any resulting delay, cost, loss or failure in performance to the extent caused by that act or omission. Any affected timetable shall be extended accordingly, the Supplier may reschedule allocated work or resources, and any additional work or cost reasonably arising from the interruption may be charged in accordance with the Contract, including condition 7.4 where applicable.

6.6 Where the Customer cannot or elects not to provide the Supplier with access reasonably required to implement work directly, the Supplier may, at its discretion, provide reports, files, recommendations, instructions, code, annotated materials or other Deliverables for implementation by the Customer or by another provider.

6.6.1 Where implementation is carried out by the Customer or another third party, responsibility for that implementation rests with the Customer. The Supplier is not responsible for errors, omissions, incompatibility, damage, loss or other consequences arising from implementation carried out by the Customer or another third party, or from the Supplier’s recommendations or Deliverables being implemented differently from the manner specified or intended by the Supplier.

6.6.2 Any investigation, correction, rework or support subsequently required because of implementation by the Customer or another third party may be treated as additional chargeable work.

6.7 The Customer shall reimburse the Supplier on demand for any reasonable additional costs, charges or expenses actually incurred by the Supplier as a direct result of the Customer’s breach of the Contract, fraud, negligence, failure to perform, or delay in performing, its obligations, provided that the Supplier gives the Customer reasonable written details of the amount claimed.

6.7.1 Without limiting condition 10, the Customer shall indemnify and keep indemnified the Supplier against any third-party claim, demand, cost, expense, liability or loss arising from unlawful or infringing Customer instructions, Customer-supplied or Customer-approved materials, data or Content, the Customer’s failure to obtain a required licence, permission, consent or approval, the Customer’s breach of applicable law or third-party terms, or use of the Services or Deliverables outside the agreed scope or parameters. This indemnity includes any amount which the Supplier becomes liable to pay, reimburses or reasonably agrees to pay to an employee, Consultant, subcontractor or other person engaged by the Supplier in connection with such a claim or liability arising from work carried out on the Supplier’s behalf. The indemnity is enforceable by the Supplier only and does not give any such employee, Consultant, subcontractor or other person an independent right to enforce the Contract against the Customer, subject always to condition 22 and except to the extent such liability is caused by the Supplier’s own breach of Contract or cannot lawfully be transferred by contract.

6.8 The Customer shall not, without the Supplier’s prior written consent, during the Contract and for 6 months after its termination, knowingly solicit, entice away, directly employ or directly engage outside the Supplier any employee, Consultant or subcontractor of the Supplier who was materially involved in providing the Customer’s Services and with whom the Customer had material dealings or became aware through the provision of those Services. This restriction does not apply where the relevant person responds independently to a genuine general recruitment advertisement not specifically targeted at that person.

6.9 Where the Supplier designs or develops a website for the Customer, the Supplier may include a discreet attribution and hyperlink from the Customer’s website to the Supplier’s website in accordance with condition 6.4.1.

6.10 The Customer acknowledges that the provision and effectiveness of the Services may be affected by changes to search-engine algorithms, search-engine policies, advertising platforms, analytics or tracking systems, social or business platforms, third-party APIs, software, technical standards, platform rules or other third-party services outside the Supplier’s control. The Supplier may re-optimise, adjust or adapt its methodology, implementation or strategy in response to such changes where reasonably required, provided that doing so does not materially alter the agreed core nature of the Services.

6.11 The Customer shall not, without the Supplier’s prior written consent, contact, negotiate with, contract directly with or otherwise seek to bypass the Supplier in relation to any publisher, website owner, placement provider, outreach partner or other third-party supplier first introduced to the Customer or identified through the Supplier’s provision of the Services, where the purpose or effect is to obtain the same or substantially similar service directly and circumvent the Supplier. This restriction applies during the Contract and for 6 months after termination, but does not apply where the Customer can demonstrate that it had an existing independent relationship with the relevant third party before the Supplier’s introduction.

6.12 The Customer shall inform the Supplier, before the change where reasonably practicable and otherwise promptly afterwards, of any change made by the Customer or another provider which may affect the Supplier’s ability to perform the Services or the results of the Services, including changes to a website, CMS, domain, DNS, URL, redirect, hosting environment, server, theme, plugin, code, tracking or analytics configuration, advertising account or campaign, business profile, search-platform configuration, security control, access permission, login credential or migration to another provider. The Supplier shall not be responsible for any adverse effect caused by such change to the extent it is outside the Supplier’s control.

6.13 Unless accessibility-related Services are expressly included in the agreed scope, the Customer is responsible for identifying the accessibility, regulatory and legal standards applicable to its own website, business and services. The Supplier does not provide legal advice and does not warrant that a website or Deliverable complies with every applicable accessibility or regulatory requirement unless a specific technical standard, testing requirement or accessibility Service has expressly been included in the agreed scope. Where accessibility work was not included in the original scope, the Supplier may agree to provide additional accessibility-related work for an additional fee. Where such work is agreed, the Supplier shall perform it with reasonable care and skill in accordance with the specified scope.

6.14 Where the Customer supplies text, copy, data, images, claims or other Content for use in the Services, the Customer remains responsible for its factual accuracy, spelling, grammar, names, contact details, prices, product or service claims, regulatory disclosures, legality, suitability and final approval before publication or use, unless the Supplier has expressly agreed in writing to review a specified matter as part of the Services. Where the Supplier provides contracted writing or editing Services, the Supplier shall perform those Services with reasonable care and skill, but the Customer remains responsible for final factual, commercial and legal approval unless expressly agreed otherwise in writing.

6.15 Where the Customer supplies, requests or directs the Supplier to use artificial-intelligence-generated or artificial-intelligence-assisted Content, the Customer is responsible for reviewing and approving that Content and accepts the risks associated with its use, including accuracy, originality, intellectual-property and search-engine considerations, except to the extent that the Supplier has expressly agreed in writing to review those matters.

6.16 The Customer warrants that it has authority to grant or arrange the access reasonably required by the Supplier to websites, servers, hosting, domains, advertising accounts, analytics platforms, business profiles, search-platform accounts, software, third-party services and other systems used in connection with the Services. The Customer remains responsible for maintaining ownership, administrative control and recovery mechanisms for its own accounts and for notifying the Supplier when any access should be changed or revoked.

6.17 Unless backup, disaster-recovery or managed backup Services are expressly included in the agreed scope, the Customer shall maintain current and independent backups of its website, data and other relevant systems before technical work is undertaken. This condition does not exclude liability which cannot lawfully be excluded or excuse a failure by the Supplier to exercise reasonable care and skill.

6.18 The Customer shall review Deliverables, concepts, designs, Content and requests for approval within any timescale reasonably requested or agreed. The Supplier may rely on any approval, instruction or decision given by the Customer or by a person the Customer has authorised or held out as authorised to act on its behalf. Work requested after approval which changes, reverses or materially adds to previously approved work may be treated as additional chargeable work.

7. Charges and Payment

7.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges, fees and any recurring amounts set out in or incorporated into the applicable Order Form, accepted quotation, proposal, written specification or written/email confirmation. The payment structure may be one-off, deposit/balance, prepaid credit, recurring monthly or another arrangement expressly agreed for the applicable Service.

7.1.1 For website design/development and other project Services, the agreed scope, total price and any deposit or upfront payment required may be recorded through the Supplier’s ordering system, an accepted quotation, proposal, agreed email correspondence or other written confirmation, either individually or in combination. A separate project or web-design agreement is not required unless one is expressly issued by the Supplier. Where a deposit or other upfront payment is required, work will not commence until that payment has been received.

7.1.2 All invoices must be paid in full within 14 days of the invoice being received, unless a different payment period is expressly stated in the applicable Order Form, quotation, proposal, invoice or other written agreement.

7.2 Unless expressly included in the agreed charges, the charges for the Services exclude:

7.2.1 VAT, which the Supplier shall add to its invoices at the appropriate rate;

7.2.2 any additional sums agreed or otherwise payable under the Contract for a variation, additional Service, change in scope or work outside the agreed Services;

7.2.3 any additional, duplicate, custom or out-of-scope report, report copy, analysis or reporting request beyond the reporting expressly included in the agreed Services. Such additional reporting shall be charged at £100 plus VAT per report, copy or analysis request unless, before the work is undertaken, the Supplier notifies the Customer in writing that a different fee applies because of the scope or complexity of the request;

7.2.4 Subject to the “free minor update” policy in condition 4.4, changes in Customer input or direction, excessive changes, work falling outside a minor update, or other work outside the agreed scope will be charged at a rate of £95.00 per hour unless a different rate is expressly agreed in writing. Any work not included in the applicable Order Form, accepted quotation, proposal, written specification or other agreed written scope will be treated as an additional Service and may require separate written approval, quotation and payment.

7.2.5 All third-party costs arising from domain-name registration, renewal, transfer, restoration or other registry/registrar charges shall be met by the Customer unless expressly stated otherwise in writing. Where the Supplier is to place or renew a domain order on the Customer’s behalf, the applicable third-party charge must be paid in full before the Supplier is required to place that order or renewal.

7.2.6 The Customer shall reimburse the Supplier for reasonable third-party expenses or disbursements required for the Services, including where applicable fonts, software, licences, stock media, specialist third-party services, couriers, travel, accommodation or other agreed external costs. The Customer will be informed of any material additional charge before it is incurred and asked to confirm whether it wishes to proceed. Travelling time to and from Customer premises is not generally included in an estimate unless expressly stated and may be charged at the Supplier’s normal consultancy rate where agreed in advance.

7.2.7 Any setup, onboarding, configuration or implementation fee associated with any Service is non-refundable once the setup, onboarding, configuration or implementation work has commenced, because that fee relates to time and work undertaken to prepare, configure or establish the Service.

7.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

7.3.1 where the overdue sum is a qualifying debt to which the Late Payment of Commercial Debts (Interest) Act 1998 applies, charge statutory interest at the applicable statutory rate, currently 8 percentage points above the relevant Bank of England reference rate, or such other rate as may be prescribed from time to time, accruing from the date on which payment became overdue until payment is made in full;

7.3.2 where the Late Payment of Commercial Debts (Interest) Act 1998 does not apply to the overdue sum, and to the extent permitted by law, charge contractual interest from the due date for payment at the annual rate of 4 percentage points above the Bank of England base rate from time to time, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment, and the Customer shall pay the interest immediately on demand;

7.3.3 following the failure by the Customer to make 2 consecutive payments, suspend all Services until all outstanding sums due under this condition 7 have been paid in full. The Customer hereby acknowledges that should the Supplier exercise its rights pursuant to this condition 7.3.3, the Supplier shall not be held liable for any negative impact arising from that suspension to the extent permitted by law.

7.4 For content implementation and/or execution to remain efficient, the Supplier must ensure that work it has programmed is carried out at the scheduled time. On occasions the Supplier may have to reject other work and enquiries to ensure that the Customer’s work is completed at the time arranged. The Customer is therefore required to provide all required information, assets, approvals and feedback in advance and/or at the time agreed. Failure to do so may prevent or delay the Supplier from progressing the Customer’s website/project.

7.4.1 Where feedback or approval required to progress the Customer’s website/project is not received within 14 days of the Supplier sending concept design(s), work or another request for approval or feedback, the Supplier reserves the right to issue a reactivation charge equal to 50% of the total amount of the applicable invoice. The reactivation charge reflects the Supplier’s legitimate commercial interests in reserved production capacity, disruption to scheduling, resource reallocation, project reassessment, updating and the additional work required to re-enable and reactivate the work/project following the interruption. The reactivation charge shall be invoiced and shall become payable by the Customer. Where the work/project remains paused, that charge must be paid before the Supplier is required to re-enable or reactivate the work/project.

7.5 Time for payment shall be of the essence of the Contract.

7.6 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer. The Customer shall pay all sums due under the Contract in full without deduction, withholding, counterclaim or set-off except to the extent required by law.

8 Hosting

8.1 This clause applies where Hosting Services are included in the Services to be provided by the Supplier and not otherwise.

8.2 Where standard shared hosting is arranged or supplied through the Supplier using third-party infrastructure or services, availability may be affected by matters outside the Supplier’s direct control. No absolute or uninterrupted level of uptime is guaranteed, subject to the service-level provisions in condition 8.5.

8.3 Subject to condition 6.17, it is the Customer’s responsibility to maintain its own current and independent backup processes and regularly make copies of all relevant information unless managed backup or disaster-recovery Services are expressly included in the agreed hosting Services.

8.4 The Customer’s hosting account is subject to the resource, storage, transfer, usage and other limits applicable to the hosting plan and stated in the relevant order, invoice, plan specification or written service information. The Customer is liable for any applicable excess or over-usage charges incurred as a result of exceeding those limits. Current hosting plan information and applicable over-usage charges may also be published at https://www.umbrella-host.co.uk.

8.5 The Supplier’s server service level provides that the applicable hosting connection will be accessible on at least a 98% basis, 24 hours a day, excluding planned or otherwise known disconnection or downtime. Excluded downtime includes scheduled or reasonably necessary maintenance, security work, routine software or system updates, hardware replacement or upgrades, infrastructure work and other planned or known maintenance events or service interruptions. Planned maintenance and known service incidents may be published or updated through the Supplier’s online status page. Service credit against the Hosting Management Charge will only be considered for an unplanned and previously unknown continuous service interruption lasting for more than 4 hours. The amount of any qualifying service credit shall be determined reasonably by reference to the duration and material impact of the qualifying interruption and shall not exceed the applicable monthly Hosting Management Charge for the affected Service. The duration of an interruption will be determined by the Supplier using its monitoring, infrastructure and/or status-page records. A Customer seeking service credit must make a formal claim in writing within 10 working days after the qualifying interruption has been rectified.

8.6 Valen Digital can arrange hosting for the Customer’s website, with the applicable hosting details set out in the relevant order, quotation, proposal or other written agreement. The Customer may instead host its website with another provider, but where use of a third-party host causes additional investigation, administration, compatibility work, access work or maintenance beyond the agreed scope, that additional work may be charged in accordance with condition 7.2.4.

9. Service-Specific Terms

9.1 Subject to the order-of-precedence provisions in condition 2.1.3, the conditions in this section apply in addition to the general Conditions where the relevant Service is purchased. If a service-specific requirement is expressly agreed through the Supplier’s ordering system, an accepted quotation, proposal, agreed email correspondence or other written confirmation, that requirement forms part of the Contract.

9.2 Search Engine Optimisation (SEO). The minimum term and continuation provisions in condition 3.2 apply. Search-engine rankings, traffic, enquiries, sales and other outcomes are affected by third-party search engines, competitors, the Customer’s website and other matters outside the Supplier’s control and are not guaranteed.

9.3 Outreach Link Building. The minimum term in condition 3.4 applies. Any target pages, preferred keywords or anchor text, and site/link criteria expressly agreed with the Customer will be used as the basis for the Service, but placement, wording and other aspects controlled by third-party website owners or publishers cannot be guaranteed unless expressly agreed otherwise in writing. Unless a specific replacement, retention or minimum-live period is expressly agreed in writing, the Supplier does not guarantee permanent placement or continued availability after publication and is not responsible where a third-party publisher subsequently edits, moves, removes, disables or otherwise alters a placement.

9.4 Individual, Single and Batch Link Purchases. These purchases are made by Business Customers through the Supplier’s ordering system. After payment, the Customer shall provide the target URL(s) and requested or preferred keywords/anchor text to be used for the links. The Supplier will use reasonable efforts to use the requested URL(s) and anchor text as closely as reasonably possible, but exact anchor text, wording or placement cannot always be guaranteed because publication may depend on third-party websites or publishers.

9.4.1 Where link/site criteria have been expressly agreed at the time of order, compliance with those criteria will normally be assessed at the time the placement is supplied, confirmed or otherwise made available to the Customer. A replacement will only be considered if the supplied link materially fails to meet those expressly agreed criteria at that relevant time. A replacement is not automatic and does not create a right to a refund.

9.4.2 Metrics supplied by third-party tools, including Domain Rating (DR), domain-authority or trust metrics and other third-party domain/site authority measurements, are estimates generated by those third parties. They may be incomplete, inaccurate, recalculated or fluctuate before or after placement. A later change, reduction, difference or inaccuracy in a third-party metric, subsequent deindexing of a linking website or page, manual action, algorithmic demotion, spam classification or reclassification, loss of traffic or visibility, or a subsequent edit, movement, removal, disabling or other change made by a third-party publisher or search engine does not retrospectively mean that a link failed the agreed criteria when supplied and is not grounds for a replacement, refund or compensation unless the Supplier expressly agreed in writing to a specific metric, replacement period, retention period or other continuing guarantee. The Supplier does not guarantee that a link which met the agreed criteria when supplied will continue to have a positive, neutral or unchanged effect on the Customer’s search-engine rankings, traffic, visibility or other search performance following subsequent publisher, search-engine, algorithm, policy or market changes.

9.4.3 Individual, single and batch link purchases are non-refundable once ordered. Where the Supplier agrees that a link materially failed to meet the expressly agreed criteria, the Customer’s remedy is replacement in accordance with this condition and no monetary refund is due.

9.4.4 Unless expressly included in the applicable Service scope, the original link-building or placement charge does not include ongoing monitoring or reassessment of previously supplied links, backlink auditing, removal or amendment requests, replacement following a later change which did not constitute a failure at the time of supply, disavow-file preparation or review, reconsideration work, or other post-placement investigation or remediation. Where the Supplier agrees to provide any such work, it shall be treated as an additional Service and may be charged in accordance with condition 7.2.4 or at another rate expressly agreed in writing.

9.4.5 The arrangement or procurement by the Supplier of a link or placement on a third-party website does not give the Supplier ownership of, or continuing administrative control over, that website, publisher account or placement. Where the Customer later requests that a link or placement be removed, amended, disabled or otherwise changed, the Supplier does not guarantee that the relevant publisher, website owner or other third party will respond to, accept or implement the request and has no authority to compel that third party to do so. If the Supplier expressly agrees to assist, it may use reasonable endeavours to communicate and follow up the Customer’s request, but no particular outcome or response time is guaranteed. A publisher’s refusal, failure, inability or non-response, a change of publisher or website ownership, unavailable or obsolete contact details, closure or compromise of the third-party website, or any other circumstance outside the Supplier’s reasonable control shall not of itself constitute a breach of the Contract by the Supplier. Any fee, charge or other amount demanded by a third-party publisher or website owner for removal, amendment or other action shall be the Customer’s responsibility unless the Supplier expressly agrees otherwise in writing.

9.5 Local Citation Building. This is a one-off Service. Once ordered, it is non-refundable and does not include any replacement entitlement, subject only to any remedy that cannot lawfully be excluded. Third-party directories, platforms and listing providers may reject, amend, merge, duplicate, suspend, remove or otherwise alter a citation or listing, and the Supplier does not guarantee acceptance, verification, indexing or continued publication by any third-party platform.

9.6 Technical SEO Reports, PageSpeed Optimisation and Other One-Off Services. These Services are supplied as one-off Services and are non-refundable once ordered or commenced, except where the Supplier expressly agrees otherwise in writing or where a remedy cannot lawfully be excluded. No particular PageSpeed, Lighthouse, Core Web Vitals, performance, audit or other third-party test score is guaranteed unless the Supplier expressly agrees a specific measurable target in writing.

9.7 Lead Generation. This Service operates using prepaid lead credits as described in condition 3.11. Each supplied lead will deduct one applicable credit/unit from the Customer’s balance. The lead parameters against which a lead is assessed will be agreed before setup.

9.7.1 If the Customer believes a supplied lead falls outside the agreed lead parameters, the Customer must submit the appropriate replacement/request action through the Supplier’s lead dashboard. The Supplier will review the request and a replacement credit will be issued only where the Supplier agrees that the lead falls outside the agreed parameters.

9.7.2 No monetary refund will be provided for a lead or lead credit. Where a replacement is approved under condition 9.7.1, the Customer’s sole remedy in respect of that lead is a replacement credit.

9.8 PPC and Advertising Management. The minimum term and rolling monthly continuation provisions in condition 3.10 apply. Unless expressly stated otherwise in writing, advertising or media spend and other charges payable to an advertising platform are separate from the Supplier’s management charges and are the Customer’s responsibility. The Customer is responsible for ensuring that sufficient funds, payment methods and required account permissions are available to the relevant platform. The Supplier does not control and does not guarantee platform approval, continued account availability, policy decisions, advertisement approval, auction pricing, cost-per-click, audience availability, platform suspensions or other platform-controlled matters, and no particular return on advertising spend, conversion volume, lead volume, revenue or other advertising outcome is guaranteed unless expressly agreed in writing.

9.9 Content Writing. Written content supplied as a content-writing Service is intended to be predominantly human-written and editorially reviewed. The Supplier and its Consultants may use artificial-intelligence tools as ancillary aids for purposes including research assistance, ideas, planning, outlining, structure, editing, proofreading and limited drafting assistance, but the Supplier will not knowingly supply wholly or substantially AI-generated written content as the completed content-writing Service unless expressly agreed otherwise in writing.

9.9.1 Artificial-intelligence detection systems and automated authorship-detection tools are not treated as definitive evidence of whether content was written by a human or generated or assisted by artificial intelligence. Such systems may produce differing results, false positives or false negatives, and results may vary between tools or over time. A detection score or result alone will not establish a breach of the Contract or an entitlement to a replacement, credit or refund. Where a concern is raised, the Supplier may consider the overall circumstances and available evidence relating to the production and review of the content.

9.9.2 If the Customer elects to use, publish, modify or republish artificial-intelligence-generated or artificial-intelligence-assisted content supplied by the Customer or obtained independently of the Supplier, the Customer does so at its own business risk and remains responsible for reviewing its accuracy, originality, suitability, Intellectual Property Rights and compliance with applicable search-engine, advertising, platform or other requirements.

9.10 Setup Fees. Any setup, onboarding, configuration or implementation charge applicable to a Service is governed by condition 7.2.7 and is separate from any ongoing, recurring, credit or project charge for the Service.

9.11 Customer or Third-Party AI-Generated Code. The Supplier is not required as part of ordinary support, maintenance, development or troubleshooting Services to inspect, debug, validate, secure, remediate or accept responsibility for code which has been generated or materially assisted by an artificial-intelligence system and supplied, introduced or commissioned by the Customer or another third party. Where the Supplier agrees to inspect or troubleshoot such code, that work shall be treated as a separate additional Service and shall be charged in minimum full-day units at the Supplier’s applicable day rate, with the number of chargeable days determined by the volume, complexity, dependencies, development history and condition of the code. The time or cost incurred by the Customer or any third party in generating or obtaining the code does not determine or limit the Supplier’s professional review, investigation or remediation charges. Any indication of the likely number of days is an estimate only. The Supplier may determine that replacement or redevelopment of some or all of the code is more appropriate, secure or economical than continued troubleshooting. Unless a specific audit scope or technical standard is expressly agreed in writing, the Supplier does not warrant that an inspection will identify every defect, vulnerability, incompatibility or security issue. For the avoidance of doubt, investigation, correction, replacement or remediation of Customer or third-party code under this condition is not included within any recurring maintenance, support or managed-service fee unless expressly stated otherwise in the applicable Service scope.

10. Intellectual Property Rights and Licensing

10.1 Intellectual Property Rights in materials used or supplied in connection with the Services may be owned by the Supplier, the Customer or a third party. Nothing in the Contract transfers ownership of Intellectual Property Rights except where an express written assignment or transfer is made in accordance with condition 10.9.

10.2 The Supplier’s Pre-existing Materials, working methods, know-how, reusable code, frameworks, templates, systems, concepts, sketches, compositions and other materials owned by the Supplier before or independently of the Contract remain the property of the Supplier. Subject to full payment of all sums due for the applicable Services, the Supplier grants the Customer a non-exclusive, worldwide licence to use those elements only to the extent reasonably necessary for the Customer to use the completed Deliverables for their intended purpose, unless a different licence is expressly agreed in writing.

10.3 The Customer’s Pre-existing Materials remain the property of the Customer. The Customer grants the Supplier a non-exclusive, worldwide, royalty-free licence for the duration of the Contract, and for any reasonable period required afterwards for completion, record-keeping or support, to use, copy, modify and process the Customer’s Pre-existing Materials to the extent reasonably necessary to provide the Services. The Supplier may permit its employees, Consultants, subcontractors and other persons engaged on its behalf to exercise those permissions solely to the extent reasonably necessary to perform the Services for the Supplier.

10.4 Third-Party Materials are not owned by the Supplier merely because they are obtained, selected, incorporated or supplied by the Supplier. Ownership remains with the relevant third-party rights holder. The Customer’s right to use Third-Party Materials is limited to the rights permitted by the applicable third-party licence, subscription, lease or other usage terms in force for that material.

10.4.1 Depending on the applicable third-party terms, Third-Party Materials may be licensed directly to the Customer, licensed to the Supplier for permitted use in work produced for the Customer, made available to the Customer under a client-use exception, or otherwise supplied under restricted usage rights. The Supplier does not warrant that any third-party licence is transferable, sublicensable, exclusive or capable of being assigned to the Customer unless the applicable third-party terms expressly permit this.

10.4.2 Where the applicable third-party terms permit or require it, the Supplier may provide the Customer with licence information, evidence of licensing, a licence file or other documentation relating to the Customer’s permitted use. Receipt of any such information or document does not transfer ownership of the underlying Third-Party Material and does not give the Customer rights beyond those permitted by the applicable third-party terms.

10.4.3 The Customer shall comply with any continuing restrictions, attribution requirements, user/seat restrictions, usage limits, subscription conditions, prohibitions on redistribution, artificial-intelligence/training restrictions or other conditions imposed by any applicable third-party licence. Except where the Supplier has expressly agreed in writing to obtain and maintain a particular licence, permission, subscription or other usage right on the Customer’s behalf, responsibility for identifying, obtaining, renewing and maintaining any licence, permission, subscription, account or other right required for the Customer’s continued or expanded use of Third-Party Materials after completion rests with the Customer, whether or not that requirement was identified or notified to the Customer before completion.

10.4.4 Unless the Supplier has expressly confirmed in writing that it has obtained, verified or is providing a particular licence, permission, consent or other usage right for specific Third-Party Material, the inclusion, supply, selection, incorporation or delivery of that material as part of any Deliverable does not constitute a representation, warranty or guarantee by the Supplier that every licence, consent, permission, attribution, subscription or other third-party right required for the Customer’s present or future use has been identified, obtained, verified, transferred, assigned or otherwise satisfied. Third-Party Materials may, on occasion, be incorporated by the Supplier, a Consultant, subcontractor or other third party without the Supplier being aware that an additional licence, permission, attribution, subscription or other usage requirement applies.

10.4.5 Except where the Supplier has expressly agreed in writing to obtain and maintain the relevant right on the Customer’s behalf, the Customer is responsible after completion for satisfying itself that it holds, obtains and maintains all licences, permissions, consents, subscriptions and other usage rights required for its possession, publication, distribution, modification, continued use or other exploitation of Third-Party Materials incorporated into the Deliverables. This responsibility applies whether or not the existence of the relevant third-party right, licensing requirement or restriction was known to the Supplier, a Consultant or the Customer, or was disclosed to the Customer before completion.

10.4.6 To the fullest extent permitted by law, where Third-Party Material has been incorporated into the Deliverables without the Supplier knowingly infringing a third-party right and without the Supplier having expressly agreed in writing to obtain and maintain the applicable licence or permission, the Customer assumes responsibility for any licence fee, retrospective licence charge, royalty, settlement, penalty, damages, compensation, removal or replacement cost, legal cost, claim, demand or other liability arising from the Customer’s possession, publication, distribution, modification, continued use or other exploitation of that Third-Party Material. The Customer shall not be entitled to recover any such amount from the Supplier merely because the material was selected, supplied or incorporated by an employee, Consultant, subcontractor or other person acting on the Supplier’s behalf, and shall indemnify and keep indemnified the Supplier against any third-party claim, demand, cost, expense or liability arising from such use, including any such cost or liability reasonably incurred by the Supplier in connection with a claim involving a person engaged by the Supplier in providing the Services, except to the extent that such liability cannot lawfully be excluded, restricted or transferred by contract. Where the Customer becomes aware of a claim, potential infringement or licensing requirement affecting Third-Party Material, it shall promptly notify the Supplier and, where reasonably necessary, cease using, remove or replace the affected material pending resolution. The receipt by the Customer or the Supplier of an allegation, demand, invoice, licence claim or other correspondence from a third-party rights holder, licensing representative or enforcement agent does not of itself establish that infringement has occurred or that any amount claimed is properly due, and nothing in the Contract requires either party to admit liability or make payment merely because such a claim or demand has been received without reasonable investigation of its basis.

10.5 Where software, plugins, fonts, stock media, icons, applications, hosted services or other Third-Party Materials are supplied under a subscription, lease, recurring licence or similar arrangement, continued availability or use may depend on renewal, continued payment, supplier availability or continued compliance with the relevant third-party terms. Unless expressly included as an ongoing Service, the Supplier is not responsible for renewing or maintaining a third-party licence, subscription or lease after completion of the applicable Services.

10.6 The Customer warrants that it has all necessary rights, licences and consents to permit the Supplier to use, and to permit persons engaged by the Supplier on its behalf to use, Customer-supplied materials in connection with the Services. This includes text, images, photographs, animations, logos, data, code, fonts, video, audio and other content supplied or requested by the Customer. The Customer shall indemnify and keep indemnified the Supplier against claims, costs and expenses, including reasonable solicitor’s fees, arising from Customer-supplied or Customer-requested materials where the necessary rights, permissions or releases have not been obtained or where permitted usage has been exceeded. This indemnity includes any amount which the Supplier becomes liable to pay, reimburses or reasonably agrees to pay to an employee, Consultant, subcontractor or other person engaged by the Supplier in connection with such a claim. The indemnity is enforceable by the Supplier only and does not give any such employee, Consultant, subcontractor or other person an independent right to enforce the Contract against the Customer, subject always to condition 22.

10.7 All rights not expressly granted to the Customer under the Contract are reserved. Where any underlying right is owned by a third-party rights holder, nothing in the Contract grants the Customer any greater right than the Supplier is entitled to provide. The Customer must not use the name of the Supplier, or the name of any employee, Consultant, subcontractor or other person engaged by the Supplier, in advertising or publicity without the Supplier’s prior written approval. Nothing in this condition requires the Supplier to identify any Consultant or other person engaged in providing the Services.

10.8 The Customer may publish or disclose information regarding the completed Work, subject to confidentiality obligations and the Intellectual Property Rights and licensing restrictions in this condition. Any acknowledgement, attribution or credit relating to the Supplier or to any person engaged by the Supplier shall be used only where required by an applicable licence or expressly agreed or requested by the Supplier.

10.9 The default position is that the Customer receives the licences and usage rights described in this condition rather than ownership of the Supplier’s Intellectual Property Rights. As an exception, specified Intellectual Property Rights in specified Work will transfer to the Customer only where the Supplier has expressly agreed to that transfer in writing and has signed an appropriate assignment, Release of Copyright or other written transfer document. Any transfer applies only to the rights and Work expressly identified in that written document and cannot transfer greater rights in Third-Party Materials than the Supplier is itself entitled to grant.

11. Confidentiality and the Supplier’s Property

11.1 Each party shall keep confidential all information of a confidential nature disclosed to it by or on behalf of the other party in connection with the Contract, whether disclosed before or after the Contract is formed. Confidential information includes information which is identified as confidential and information which, by its nature or the circumstances of disclosure, ought reasonably to be understood as confidential, including commercial, technical, financial, pricing, security, software, methodology, supplier, publisher, partner, customer, business and know-how information.

11.2 A receiving party may disclose the other party’s confidential information only:

11.2.1 to its employees, officers, representatives, professional advisers, agents, Consultants, subcontractors or service providers who need to know that information for the purposes of performing, receiving or administering the Contract, provided that the receiving party remains responsible for ensuring that those persons are subject to appropriate confidentiality obligations; or

11.2.2 to the extent required by law, court order or any governmental, regulatory or supervisory authority.

11.3 The receiving party shall use confidential information only for the purposes of performing, receiving, enforcing or administering the Contract and shall not disclose or use it for any other purpose without the disclosing party’s prior written consent.

11.4 Confidential information does not include information which the receiving party can demonstrate: (a) was lawfully known to it without restriction before disclosure; (b) is or becomes publicly available other than through breach of the Contract; (c) is lawfully obtained from a third party without breach of an obligation of confidence; or (d) is independently developed without use of or reference to the disclosing party’s confidential information.

11.5 Save as set out in condition 10.4, all materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer (including Pre-existing Materials) shall, at all times, be and remain as between the Supplier and the Customer the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.

11.6 The obligations in this condition 11 survive termination or expiry of the Contract for so long as the relevant information remains confidential. Trade secrets and confidential know-how shall remain protected for so long as they retain that character.

12. Limitation of Liability – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

12.1 This condition 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, Consultants and subcontractors) to the Customer in respect of:

12.1.1 any breach of the Contract;

12.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and

12.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

12.2 Except as expressly provided in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. Nothing in this condition excludes or limits the Supplier’s obligation under condition 4.1 to perform the Services with reasonable care and skill.

12.3 If the Customer or a third party acting for the Customer alters the Customer’s website, code, content, URLs, redirects, hosting, plugins, themes or other technical configuration in a way which affects the Services or their results, the Supplier shall not be responsible for any resulting adverse effect, including changes in search-engine placement, performance or functionality, to the extent caused by that alteration. The Supplier may charge for any additional investigation, correction, re-optimisation or other work reasonably required as a result.

12.4 The Supplier is not responsible for the independent content, advertisements, editorial decisions, policies, availability or subsequent actions of third-party publishers, websites, platforms, placement providers or other third-party services used in connection with the Services, except to the extent that responsibility cannot lawfully be excluded or arises from the Supplier’s own breach of Contract.

12.5 Where the Customer is given an opportunity to review or approve a Deliverable, design, Content or other work, the Supplier may rely on any approval given by the Customer or by a person authorised or held out as authorised by the Customer in accordance with condition 6.18. Failure to respond does not by itself constitute approval and shall instead be dealt with under conditions 6.5, 7.4 and 7.4.1 where applicable. The Supplier shall not be responsible for an error or issue expressly approved by the Customer except to the extent caused by a failure by the Supplier to exercise reasonable care and skill.

12.6 Advice, recommendations, strategies and methodologies provided by the Supplier are based on prevailing information, technology, platform requirements, industry practice and best practice available to the Supplier at the time they are provided. The Supplier shall not be liable for an adverse effect arising solely because a search engine, advertising platform, software provider, third-party service, technical standard, policy, algorithm or other external system subsequently changes its practices, rules or operation.

12.7 Nothing in these Conditions limits or excludes the liability of the Supplier:

12.7.1 for death or personal injury resulting from negligence; or

12.7.2 for fraud or fraudulent misrepresentation by the Supplier; or

12.7.3 for any other liability which cannot lawfully be excluded or limited.

12.8 Subject to conditions 12.2 and 12.7, the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising out of or in connection with an affected recurring Service shall not exceed 25% of the charges paid or payable by the Customer for that affected Service during the 12 months immediately preceding the event giving rise to the claim, or, where the affected recurring Service has been supplied for less than 12 months, 25% of the charges paid or payable for that Service during the period it has been supplied. For a one-off Service or project, the Supplier’s total aggregate liability shall not exceed 25% of the total charges paid or payable for that affected Service or project.

12.9 Subject to condition 12.7 and to the fullest extent permitted by law, the Supplier shall not be liable for any indirect or consequential loss or for any loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, opportunity or business interruption arising out of or in connection with the Contract, whether such loss is direct or indirect, except to the extent that such exclusion cannot lawfully apply.

13. Data Protection

13.1 In this condition 13, “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any other applicable data-protection or privacy law in force from time to time.

13.2 The Supplier may process personal data as an independent controller where reasonably necessary for the administration and operation of its business and the Contract, including quotations, orders, billing, payments, account administration, customer support, service communications, fraud and security prevention, credit control, debt recovery, legal and regulatory compliance, record keeping and the establishment, exercise or defence of legal claims. The Supplier shall process such personal data in accordance with applicable Data Protection Laws and its applicable privacy information.

13.3 The Supplier may also process or disclose personal data where reasonably necessary to provide the agreed Services, including where relevant for business citations or listings, domain registration, hosting and technical services, PPC or advertising platforms, business profiles, analytics, verification or compliance processes, lead-generation systems, software, platforms and other third-party services required for delivery of the Services. Any third party receiving data will process it subject to its own applicable terms and privacy obligations.

13.4 Where the Customer provides personal data relating to its employees, representatives, customers, leads, website users or any other individual, the Customer warrants that it has all necessary authority and an appropriate lawful basis to provide that personal data to the Supplier and to instruct the Supplier to process it for the purposes of the Services. The Customer shall provide any privacy information or obtain any consent required from those individuals where responsibility for doing so rests with the Customer.

13.5 The Supplier may send direct-marketing communications only where permitted by applicable Data Protection Laws and direct-marketing rules. Any individual recipient may object to or opt out of direct marketing at any time using the method provided in the communication or by contacting the Supplier.

13.6 Where, in providing a Service, the Supplier processes personal data on behalf of the Customer as a processor, the Customer shall be the controller and the Supplier shall be the processor in respect of that processing unless the parties expressly agree otherwise in writing.

13.6.1 The subject matter of such processing is the provision of the relevant Services; the duration is the term of the relevant Contract together with any limited period reasonably required for completion, backup, legal retention or deletion; the nature and purpose may include collection, access, recording, organisation, storage, consultation, use, transmission, alteration, retrieval, hosting, analysis, support and deletion as reasonably required to provide the Services; the personal data may include contact, account, website, technical, analytics, enquiry, lead, transaction or other data supplied or made available by the Customer; and the data subjects may include the Customer’s personnel, customers, prospective customers, leads, website users or other individuals whose data is processed through the Services.

13.6.2 The Supplier shall process Customer personal data only on documented instructions from the Customer, including the instructions contained in the Contract, Order Form and agreed scope, unless required to process it by applicable law.

13.6.3 The Supplier shall ensure that persons authorised to process Customer personal data are subject to an appropriate duty of confidentiality and shall implement appropriate technical and organisational measures appropriate to the risk of the processing.

13.6.4 The Customer gives the Supplier general written authorisation to engage Consultants, hosting providers, software providers, platform providers and other subprocessors reasonably required to provide the Services. The Supplier shall remain responsible for imposing data-protection obligations on a subprocessor as required by Data Protection Laws and shall inform the Customer of a material intended addition or replacement of a subprocessor where required by law, giving the Customer a reasonable opportunity to object on legitimate data-protection grounds.

13.6.5 Taking into account the nature of the processing and the information available to the Supplier, the Supplier shall provide reasonable assistance to the Customer, at the Customer’s reasonable cost unless the assistance is required because of the Supplier’s breach, with data-subject requests, security obligations, personal-data-breach obligations, data-protection impact assessments and regulatory consultations to the extent required by Data Protection Laws.

13.6.6 The Supplier shall notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer personal data processed by the Supplier as processor and shall provide such information about the breach as is reasonably available and required by Data Protection Laws.

13.6.7 On termination or expiry of the relevant Service, the Supplier shall, at the Customer’s written request, delete or return Customer personal data processed solely as processor to the extent reasonably practicable, except where the Supplier is required or permitted by law to retain it or where it remains in secure backup systems pending normal deletion cycles. Backup retention is subject to condition 4.7 and applicable Data Protection Laws.

13.6.8 The Supplier shall make available to the Customer such information as is reasonably necessary to demonstrate compliance with this condition 13.6 and, where required by Data Protection Laws, permit and contribute to reasonable audits or inspections. Any audit shall be subject to reasonable prior notice, confidentiality, security requirements, minimal disruption and reimbursement by the Customer of the Supplier’s reasonable costs unless the audit identifies a material breach by the Supplier.

14. Termination

14.1 Without prejudice to any other rights or remedies which the Supplier may have, and subject in relation to conditions 14.1.4 to 14.1.11 to section 233B of the Insolvency Act 1986 and any other applicable restriction under insolvency law, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if:

14.1.1 the Customer fails to make 2 consecutive payments due under the Contract on the due date for payment; or

14.1.2 the Customer commits a material breach of any of the terms of the Contract and, if that breach is capable of remedy, fails to remedy it within 14 days after being notified in writing of the breach; or

14.1.3 the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

14.1.4 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

14.1.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or

14.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;

14.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or

14.1.8 a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or

14.1.9 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or

14.1.10 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

14.1.11 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 14.1.4 to condition 14.1.10 (inclusive); or

14.1.12 the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

14.1.13 there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001).

14.2 If the Customer, its personnel or another provider engaged by the Customer uses or introduces practices which the Supplier reasonably believes materially breach, or are reasonably likely to breach, the published spam, webmaster or quality policies of a major search engine, deceptively manipulate search systems, compromise the Customer’s website, or materially interfere with the Supplier’s ability to provide the Services, the Supplier may require those practices to be removed or remedied. Examples may include cloaking, hidden text or links, keyword stuffing, doorway abuse, manipulative link practices, scaled-content abuse or other deceptive techniques, other than activities expressly undertaken by the Supplier as part of the agreed Services. If the relevant practice is not removed or remedied within 7 days after notice from the Supplier, or sooner where the Supplier reasonably considers immediate action necessary to protect the website, the Services or the Supplier, the Supplier may suspend or terminate the affected Services. The Supplier accepts no liability for adverse effects arising from such practices undertaken by the Customer or a third party outside the Supplier’s agreed Services.

14.3 On termination of the Contract for any reason:

14.3.1 the Customer shall, subject to condition 14.3.2, immediately pay to the Supplier all outstanding unpaid invoices, interest and other sums which have accrued or become due and, in respect of Services supplied or costs incurred but not yet invoiced, the Supplier may submit an invoice which shall be payable immediately on receipt;

14.3.2 the Customer may deduct from the sums referred to in condition 14.3.1 only those third-party disbursements which have not yet been incurred or irrevocably committed by the Supplier and which the Supplier can cancel or recover in full without any cancellation charge, liability, loss or other cost. No deduction is permitted for third-party costs or commitments which are non-refundable, non-cancellable or otherwise remain payable by the Supplier;

14.3.3 the Customer shall, within 14 days and at its own cost, return any Supplier-owned equipment, tangible Pre-existing Materials or other Supplier property which the Supplier is entitled to require back. Until returned, the Customer shall keep such property safe and shall be responsible for any loss or damage. If the Customer fails to return Supplier property when required, the Supplier may pursue recovery and its reasonable recovery costs through lawful means;

14.3.4 the Supplier may cease or suspend ongoing Supplier-controlled Services, integrations, accounts, links, access, campaigns or placements which form part of the terminated Service. This does not require removal of completed one-off work or of a third-party placement, integration or other item outside the Supplier’s control unless the Contract expressly provides otherwise;

14.3.5 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected; and

14.3.6 following termination of an ongoing Service, the Customer shall, if reasonably requested by the Supplier, remove within 14 days any statement or reference which incorrectly represents that the Supplier continues to provide that terminated Service or that an ongoing commercial relationship remains in place. This condition does not require removal of a historical website-design attribution permitted under conditions 6.4.1 and 6.9, any copyright or licence notice, any legally required attribution, or any third-party credit validly incorporated into completed Deliverables.

14.4 Where the Supplier provides a content-management system (CMS), blog, website component, setup, installation, implementation or related development at no charge or at a reduced charge on the basis that the Customer enters into or maintains a minimum Service commitment, early termination or other failure to complete that minimum commitment may make the Customer liable for the setup or implementation charge stated in the applicable Order Form, quotation, proposal or other written agreement. Where no specific charge has been stated, the default charge shall be £1,500 plus VAT for a standard CMS, blog or website-component setup/installation, or £2,000 plus VAT where the implementation involved bespoke development, materially additional configuration or a more complex/custom implementation. This condition applies only where the no-charge or reduced-charge setup or implementation was provided in reliance on the Customer completing the agreed minimum Service commitment.

14.5 Subject to the contractual cancellation period in condition 2.4, termination of any rolling managed website maintenance plan must be given by the Customer with a minimum of 30 days’ notice prior to any payment due date. Notice must be given in writing or via the customer area. If a payment due date falls within the required 30-day notice period, that payment remains payable by the Customer and the plan will terminate on the following due date.

14.6 On termination or expiry of the Contract, the following shall survive and continue in full force to the extent applicable: condition 7 in respect of accrued payment obligations; condition 10 (Intellectual Property Rights and Licensing); condition 11 (Confidentiality and the Supplier’s Property); condition 12 (Limitation of Liability); condition 13 (Data Protection) to the extent that continuing obligations remain; condition 14 in respect of accrued rights and consequences of termination; condition 24 (Governing Law and Jurisdiction); and any other provision which is expressly stated, or by its nature is intended, to survive termination or expiry.

14.7 Subject to the contractual cancellation period in condition 2.4, once one-off project work, including website design or development work, has commenced, payments already made in respect of that project are non-refundable. If the Customer cancels after commencement, the Customer remains liable for all work carried out and all third-party costs, commitments and other sums properly incurred or committed by the Supplier up to the effective date of cancellation. Work not yet carried out and not otherwise subject to an agreed minimum term, non-refundable setup charge, committed third-party cost, staged payment or other amount already due will cease and any corresponding future amount will not become payable solely by reason of the cancellation.

14.8 SEO Services may not be terminated for convenience during the applicable minimum term stated under condition 3.2, except during the contractual cancellation period in condition 2.4 or where otherwise expressly agreed by the Supplier in writing. Following expiry of the minimum term, SEO Services shall continue on a rolling monthly basis and may be terminated by the Customer on a minimum of 30 days’ notice. Notice may be given during the final month of the minimum term, including during month 11 of a 12-month term, where the Customer intends the SEO Services to end when the minimum term expires.

14.9 Outreach link-building Services may not be terminated for convenience during the 6-month minimum term stated under condition 3.4, except during the contractual cancellation period in condition 2.4 or where otherwise expressly agreed by the Supplier in writing. Following expiry of the minimum term, the Services shall continue on a rolling monthly basis at the same monthly price payable immediately before expiry of the minimum term unless a different price or renewed Contract is expressly agreed in writing, and may be terminated on a minimum of 30 days’ notice.

14.10 Subject to the contractual cancellation period in condition 2.4, PPC/advertising-management Services may not be terminated for convenience during the minimum period stated under condition 3.10 unless the Supplier expressly agrees otherwise in writing. Following expiry of the minimum period, the Services shall continue on a rolling monthly basis and may be terminated on a minimum of 30 days’ notice. If a payment due date falls within the required notice period, that payment remains payable and the Service will terminate on the following due date.

14.11 Google Maps Services may not be terminated for convenience during the 3-month minimum term stated under condition 3.5, except during the contractual cancellation period in condition 2.4 or where otherwise expressly agreed by the Supplier in writing. Following expiry of the minimum term, Google Maps Services shall continue on a rolling monthly basis at the same monthly price payable immediately before expiry of the minimum term unless a different price or renewed Contract is expressly agreed in writing and may be terminated by the Customer on a minimum of 30 days’ notice. Notice may be given during the final month of the minimum term where the Customer intends the Google Maps Services to end when the minimum term expires.

15. Force Majeure

15.1 The Supplier shall not be in breach of the Contract or liable for any delay in performing, or failure to perform, any obligation to the extent that the delay or failure results from an event or circumstance beyond the Supplier’s reasonable control. Such events may include, without limitation, acts of God, fire, flood, storm, epidemic or pandemic, war, terrorism, riot, civil commotion, malicious damage, industrial dispute, failure of utilities, telecommunications, internet, cloud or data-centre services, cyberattack or other material security incident, failure or interruption of transport networks, governmental or regulatory action, compliance with law or official direction, breakdown of plant, equipment or infrastructure, or failure of a supplier, subcontractor, platform or other third party where that failure is itself caused by circumstances beyond the Supplier’s reasonable control.

15.2 Where a force majeure event materially affects the Services, the Supplier shall, where reasonably practicable, notify the Customer and use reasonable efforts to reduce the effect of the event. The time for performance of any affected obligation shall be extended for the period reasonably required as a result of the event.

15.3 A force majeure event does not affect the Customer’s obligation to pay charges which accrued before the event, charges for Services already supplied, or third-party costs and commitments which the Supplier has already properly incurred or irrevocably committed.

15.4 If a force majeure event continuously prevents or materially impairs performance of an affected Service for more than 60 days, either party may terminate that affected Service by written notice without liability solely by reason of that termination. Termination under this condition shall not affect accrued rights, liabilities or sums already due.

16. Variation

16.1 The Supplier may, from time to time and without prior notice, make changes to the Services which are reasonably required to comply with applicable legal, regulatory, safety, security, technical or third-party platform requirements, provided that such changes do not materially alter the core nature or scope of the Services or increase the agreed charges without the Customer’s agreement.

16.2 The Supplier may update these Conditions in accordance with condition 2.6 (including conditions 2.6.1 to 2.6.4).

16.3 Except as provided by conditions 2.6 and 16.1, no variation of the Contract, these Conditions or any document incorporated into the Contract shall be effective unless it is agreed in writing by the Supplier and the Customer. For this purpose, written agreement may include email or an express written acceptance through the Supplier’s ordering system or customer account, and a handwritten signature is not required unless the Supplier expressly requires one for the particular variation.

17. Waiver

17.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

17.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

18. Severance

18.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

18.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

19. Entire Agreement

19.1 The Contract, comprising these Conditions together with the documents incorporated into it in accordance with condition 2.1.3, constitutes the whole agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings and arrangements relating to that subject matter.

19.2 Each party acknowledges that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty which is not expressly set out in the Contract. To the fullest extent permitted by law, neither party shall have a remedy for any innocent or negligent misrepresentation based on a statement not expressly incorporated into the Contract.

19.3 Nothing in this condition 19 limits or excludes liability for fraud or fraudulent misrepresentation or any other liability or remedy which cannot lawfully be excluded or restricted.

20. Assignment

20.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

20.2 The Supplier may at any time, without the Customer’s consent, assign, transfer, charge or otherwise deal with all or any of its rights under the Contract and may subcontract or delegate the performance of any or all of its obligations to any third party or agent. The Supplier may, at its sole discretion and without being required to notify the Customer or obtain the Customer’s consent, use or allocate designers, developers, Consultants, specialists, subcontractors, agents or other personnel in connection with the Services in order to deliver the Work, maintain quality, obtain specialist input or support timely completion. Unless the Contract is lawfully transferred or novated, subcontracting or delegation does not of itself release the Supplier from its contractual obligations to the Customer.

20.2.1 The Customer agrees in advance that the Supplier may transfer or novate the Contract to an affiliate, successor or bona fide purchaser of all or a substantial part of the Supplier’s business or assets relating to the Services. The Customer shall execute any document reasonably required to give effect to such a transfer or novation, provided that the transfer does not materially reduce the Customer’s substantive contractual rights. The Supplier shall notify the Customer of the effective transfer where reasonably required for administration of the Contract.

20.3 Each party which has rights under the Contract acts on its own behalf and not as trustee or agent for any other person.

21. No Partnership or Agency

21.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

22. Rights of Third Parties

22.1 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy which a person may have independently of the Contract or otherwise than under that Act.

22.2 For the avoidance of doubt, references in the Contract to employees, Consultants, subcontractors, agents, suppliers, publishers, partners or other persons engaged by or connected with the Supplier do not make any such person a party to, or direct beneficiary of, the Contract and do not give that person any independent right to enforce the Contract against the Customer. Such references are included solely to define the Services, the Supplier’s permitted working arrangements, the Customer’s obligations and the allocation of rights, responsibilities and risk as between the Supplier and the Customer. Any right to enforce a Customer obligation under the Contract belongs to the Supplier unless applicable law provides otherwise independently of the Contract.

22.3 The Supplier and the Customer may rescind, vary, replace or terminate the Contract without obtaining the consent of any employee, Consultant, subcontractor, agent, supplier, publisher, partner or other third party referred to in the Contract.

23. Notices

23.1 Any notice required to be given under or in connection with the Contract shall be in writing and may be served: (a) by email to the email address most recently notified by the recipient for contractual, account or billing communications; (b) through the Supplier’s ordering system or the Customer’s customer account where a notice or messaging facility is provided for that purpose; (c) by personal delivery; or (d) by tracked or recorded postal service or commercial courier to the recipient’s registered office, principal place of business or other postal address most recently notified for contractual notices.

23.2 A notice shall be deemed received: (a) if sent by email, at the time of transmission where sent before 5.00 pm on a Business Day and no delivery-failure or non-delivery message is received, otherwise at 9.00 am on the next Business Day; (b) if submitted or posted through the Supplier’s ordering system or Customer account, at the date and time recorded by that system; (c) if delivered personally, when left at the proper address before 5.00 pm on a Business Day, otherwise at 9.00 am on the next Business Day; and (d) if sent by tracked/recorded post or commercial courier, at the date and time delivery is recorded by the relevant postal operator or courier. Evidence of actual earlier or later receipt may be relied upon where appropriate.

23.3 The Customer is responsible for keeping its email address, postal address and other account contact details accurate and current. A notice sent using the Customer’s most recently notified or registered contact details shall not be invalid merely because the Customer failed to update those details. The Supplier may update its notice details by notifying the Customer or publishing replacement contractual contact details through the Supplier’s website or customer account.

23.4 This condition 23 does not apply to the service of proceedings, claim forms, court documents or other documents in legal proceedings, which shall be served in accordance with the applicable procedural rules or other applicable law.

24. Governing Law and Jurisdiction

24.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

24.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).