Terms & Conditions

1About these Terms

1.1. We are Freehold Websites, [a sole trader trading as Freehold Websites / a limited company registered in England and Wales under company number [number]], whose [principal place of business / registered office] is at [address] ("we", "us" or "our"). [Our VAT registration number is [number].] [Our ICO data protection registration number is [number].]

1.2. These Terms and Conditions (the "Terms"), together with the Project Schedule at clause 3, form the agreement (the "Agreement") between us and the business named in the Project Schedule (the "Client", "you" or "your") for the design and build of the Website.

1.3. You should read these Terms carefully before signing. By signing the Agreement, or by paying the Deposit, you agree to be bound by these Terms.

1.4. The Agreement is a business-to-business contract. You confirm that you are entering into it in the course of your trade, business or profession and not as a consumer.

1.5. In the event of any conflict between these Terms and the Project Schedule, the Project Schedule shall prevail to the extent of the inconsistency only.

2Definitions and Interpretation

2.1. In the Agreement the following definitions apply:

2.2. Headings are for convenience only and do not affect interpretation. The words "including" and "include" mean "including without limitation". A reference to "writing" or "written" includes email.

3Project Schedule

3.1. Before work starts we issue you a Project Schedule with your quote. It sets out the Client's details, the Package, the pages and any add-ons, the Total Price, the Deposit and Balance, the date Client Materials are due, the Target Launch Date and the number of Revision Rounds included.

3.2. The Agreement is formed when you sign the Project Schedule or pay the Deposit, whichever happens first.

4The Services

4.1. We shall design and build the Website described in the Project Schedule, prepare its text from the Client Materials, make it responsive for mobile and desktop devices, and deploy it to the Client Accounts on Launch.

4.2. Any work not described in the Project Schedule falls outside the scope of the Services. We shall provide a written quotation for any such work before carrying it out, and it shall be charged at the rates in clause 7.3 unless otherwise agreed in writing.

4.3. You shall supply the Client Materials by the date stated in the Project Schedule. Any delay in supplying Client Materials shall extend the Target Launch Date by a corresponding period. We shall have no liability for any delay caused by you.

4.4. If the Client Materials have not been received within 30 days after the date stated in the Project Schedule, we may terminate the Agreement by written notice in accordance with clause 12.3.

4.5. We shall provide you with a private preview of the Website. You are entitled to the number of Revision Rounds stated in the Project Schedule. We shall implement each Revision Round within 3 Business Days of receipt. Additional Revision Rounds shall be charged in accordance with clause 7.3.

4.6. Following the final Revision Round we shall submit the Final Preview for Acceptance. If you do not give Acceptance or submit a permitted Revision Round within 10 Business Days of submission, the Final Preview shall be deemed accepted.

4.7. Any dates stated in the Project Schedule are estimates only. Time shall not be of the essence for the performance of the Services.

5Fees and Payment

5.1. You agree to pay the Total Price in accordance with this clause 5. The Total Price is fixed for the Services described in the Project Schedule.

5.2. The Deposit is payable on signing the Agreement. We shall not commence the Services until the Deposit has been received in cleared funds.

5.3. The Deposit is non-refundable in all circumstances arising on your side, including where you cancel or terminate the Agreement, suspend the project, fail to supply Client Materials, fail to respond to us, or otherwise elect not to proceed for any reason. The Deposit secures your allocation in our schedule and is applied to work commenced.

5.4. The sole exception to clause 5.3 is where we fail to perform the Services through our own fault, otherwise than as a result of any act, omission or delay on your part. In that event we shall refund the Deposit in full, and such refund shall be your sole and exclusive remedy for that failure.

5.5. The Balance is payable on Acceptance. We shall not Launch the Website until the Balance has been received in cleared funds.

5.6. Invoices are payable by bank transfer within 7 days of the invoice date to the account stated on the invoice.

5.7. If any sum is not paid when due, we may suspend the Services until payment is made and may charge interest and fixed compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.8. [We are not registered for VAT and no VAT is chargeable.] / [All sums are exclusive of VAT, which shall be added at the applicable rate.] Delete as appropriate.

5.9. In addition to the Total Price, you are responsible for all fees and charges for the Client Accounts and Third-Party Services, which are payable by you directly to the relevant providers.

6Intellectual Property Rights and Client Accounts

6.1. You shall open the Client Accounts in your own name, using your own contact details and payment method. We shall not request, hold or use your passwords. Where access is required, you shall grant us access as a team member or delegated user.

6.2. Until the Total Price has been paid in full, the Website and all Intellectual Property Rights in it remain owned by us, and any preview is hosted on our own accounts.

6.3. Upon receipt of the Total Price in full, we hereby assign to you, with full title guarantee, all Intellectual Property Rights in the Website created by us for you, excluding the rights described in clause 6.4. From that time you may use, modify, copy and move the Website as you see fit.

6.4. We retain ownership of our pre-existing templates, code libraries, know-how and general design methods ("Background Materials"). We grant you a perpetual, royalty-free, non-exclusive licence to use the Background Materials as incorporated in the Website. Intellectual Property Rights in Client Materials and in any licensed stock images remain with their respective owners.

6.5. You grant us a non-exclusive licence to display the Website, its address and your business name in our portfolio and marketing materials, unless you notify us in writing that you do not consent.

6.6. Within 7 days of the Launch Date we shall deliver to you a handoff pack identifying the Client Accounts and the Website files, and shall remove our access from all Client Accounts.

7Post-Launch Period and Exclusion of Maintenance

7.1. During the Fix Window we shall, free of charge, correct any defect in the Website that results from our failure to build it in accordance with the Agreement. This obligation does not extend to defects caused by Client Materials, Third-Party Services or changes made by you or any third party.

7.2. Upon expiry of the Fix Window, the Services are complete. We have no obligation to provide maintenance, hosting, security monitoring, software updates, backups, content changes or technical support for the Website, and no such obligation shall be implied.

7.3. Following the Fix Window, you may request further work, which we may accept or decline at our discretion. Accepted work shall be charged as follows:

7.4. Each request for further work constitutes a separate contract on these Terms and does not create any continuing obligation or retainer.

8Client Materials

8.1. You warrant that you own or are licensed to use all Client Materials, that their use in the Website will not infringe the rights of any third party, and that they are accurate and lawful, including any statements regarding prices, qualifications, registrations and reviews.

8.2. You shall indemnify us against all losses, costs and expenses (including reasonable legal fees) arising from any claim that the Client Materials infringe the rights of a third party or are otherwise unlawful.

8.3. Any stock images sourced by us shall be properly licensed for use in the Website.

8.4. We shall include a template privacy notice in the Website. You are solely responsible for ensuring that it accurately reflects your processing of personal data and complies with applicable law.

9Third-Party Services

9.1. The Client Accounts and Third-Party Services are provided under the terms and conditions of their respective providers, as contracts between you and those providers. We have no control over Third-Party Services and accept no liability for their availability, performance, pricing, security, or any change to or withdrawal of them.

10Data Protection

10.1. Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018.

10.2. We shall process personal data received from you only for the purposes of performing the Agreement and communicating with you about it, in accordance with our privacy notice.

10.3. You are the controller of all personal data collected through the Website, including enquiries submitted through any contact form, which are delivered to you and not to us.

11Limitation of Liability

11.1. Save as expressly set out in clause 7.1, the Website is provided "as is" upon Launch. To the fullest extent permitted by law, all warranties, conditions and other terms implied by statute or common law are excluded, including any implied terms as to fitness for a particular purpose.

11.2. Except for any liability that cannot be limited or excluded by law, in the event that you suffer any loss arising under or in connection with the Agreement:

(a) our total aggregate liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Total Price paid by you; and

(b) we shall not be liable for any:

• (i) loss of profits, revenue, sales or business opportunity;
• (ii) loss of anticipated savings, goodwill or reputation;
• (iii) business interruption;
• (iv) loss or corruption of data;
• (v) loss arising from Third-Party Services or Client Materials; or
• (vi) indirect or consequential loss,

in each case even if we have been advised that such loss may arise.

11.3. Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

12Cancellation and Termination

12.1. You may cancel the Agreement at any time by giving written notice. On cancellation, the Deposit shall be retained in accordance with clause 5.3. If cancellation occurs after we have submitted the Final Preview, the Balance shall also become immediately due and payable.

12.2. Because the Agreement is entered into in the course of business, the statutory cancellation period applicable to consumer contracts does not apply.

12.3. We may terminate the Agreement with immediate effect by written notice if:

(a) you fail to pay any sum due within 14 days of a written reminder;

(b) the circumstances in clause 4.4 apply;

(c) you commit a material breach of the Agreement which is not remedied within 14 days of written notice; or

(d) you direct verbal or written abuse, harassment or threatening behaviour towards us.

12.4. On termination for any reason: (a) all sums due to us shall become immediately payable; (b) the Deposit shall be retained, save where clause 5.4 applies; and (c) clauses which by their nature are intended to survive termination, including clauses 5, 6.2, 8, 11 and 15, shall continue in full force and effect.

13Force Majeure

13.1. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by an event or circumstance beyond its reasonable control, including illness or incapacity of key personnel, failure of Third-Party Services, breakdown of systems or network access, epidemic or pandemic, flood, fire or accident. The affected party shall notify the other promptly, and the time for performance shall be extended accordingly.

14General

14.1. Assignment. You may not assign, transfer or subcontract any of your rights or obligations under the Agreement without our prior written consent. We may subcontract the performance of any part of the Services, but remain responsible for their performance.

14.2. Variation. No variation of the Agreement shall be effective unless agreed in writing by both parties.

14.3. Severance. If any provision of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, and the remaining provisions shall remain in full force and effect.

14.4. Waiver. A failure or delay by either party to exercise any right or remedy under the Agreement shall not constitute a waiver of that or any other right or remedy.

14.5. Entire agreement. The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous communications, representations and arrangements, whether written or oral. Each party acknowledges that it has not relied on any statement not set out in the Agreement.

14.6. Third-party rights. No person other than the parties shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

14.7. Notices. Notices under the Agreement shall be given in writing to the email address stated in clause 1.1 or the Project Schedule (as applicable) and shall be deemed received on the next Business Day after sending.

15Law and Jurisdiction

15.1. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

15.2. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.