Terms of Service – www.myprintly.uk
INTRODUCTION
This page (together with the documents referred to in it) sets out the terms and conditions on which Printly UK LTD supplies products and services through its websites, subdomains, client portals, ordering systems and other online platforms operated by us from time to time (together, the “Website”).
Please read these terms and conditions carefully before ordering any products or services from us. In particular, please review our Limitation of Liability provisions set out in Paragraph 12 below.
By ordering any products or services from us, you agree to be bound by these terms and conditions.
Should you wish to print a copy of these terms and conditions for future reference, press ‘ctrl+p’ (on Windows) or ‘cmd+p’ (for Mac) on your keyboard to do so.
1. INFORMATION ABOUT US
Company Information
1.1. Our Website is operated by Printly UK LTD (“we”, “us”, “our”). We are registered in England and Wales under company number 16863519 and our registered office is:
3rd Floor, 86–90 Paul Street
London
EC2A 4NE
Scope of Services
1.2. References within these terms and conditions to “Services” shall include, where applicable:
- Printing services;
- Design services;
- Managed website services;
- Website hosting services;
- Domain registration services;
- Email hosting services; and
- Any other products or services supplied by us from time to time.
2. YOUR STATUS
Eligibility
2.1. By placing an order through the Website you warrant that:
2.1.1. You are legally capable of entering into binding contracts;
2.1.2. You are at least 18 years old; and
2.1.3. Where you are acting on behalf of a business, organisation or other third party, you have the necessary authority to place the order and bind that business, organisation or third party to these terms and conditions.
Business Orders
2.2. If you are placing an order on behalf of a business, you warrant that you have the necessary authority from that business to place the order.
Third-Party Information
2.3. You agree only to provide a third party’s personal information if they have given you express consent to use it in respect of the Services you have ordered.
Privacy
2.4. Personal information is collected, processed and stored in accordance with our Privacy Policy.
3. GENERAL TERMS
Contract Formation
3.1. Your order constitutes an offer to us to buy Services. All orders are subject to acceptance by us, and we will confirm such acceptance to you by electronic notification at the end of the ordering process, by email, or by other written means (the “Order Confirmation”).
The contract between us (the “Contract”) will only be formed when we send you the Order Confirmation.
Once the Contract has been formed, the terms of the Contract cannot be varied without our prior written consent.
Our Right to Refuse, Suspend or Cancel
3.2. We reserve the right to refuse, cancel or suspend any order, account or Service at our discretion where we reasonably believe that:
3.2.1. These terms and conditions have been breached;
3.2.2. Payment has not been received when due;
3.2.3. The Services are being used unlawfully or in a manner likely to cause harm to us, our suppliers, our systems or any third party; or
3.2.4. We are required to do so by law, regulation or court order.
Third-Party Providers
3.3. We may use third-party suppliers, manufacturers, production partners, software providers, registrars, hosting providers, couriers and other service providers to fulfil any part of the Services. Such use shall not affect the Contract between you and us.
Third-Party Deliveries
3.4. Where we are instructed to deliver Products, materials or other items directly to a third party nominated by you, delivery to that third party shall constitute delivery to you for the purposes of the Contract and we shall have no liability arising from incorrect recipient information supplied by you.
Inactive Orders and Projects
3.5. We reserve the right to cancel and refund any order, project or Service where required information, artwork, content, approvals or other materials necessary for completion have not been supplied within 90 days of purchase.
3.6. If a project remains inactive for a period of 90 days or more due to your failure to provide information, approvals, feedback, content or other materials reasonably required by us, we reserve the right to close the project and retain any sums already paid in respect of work completed up to that date.
Payment
3.7. We take payment at the time that you place an order with us unless otherwise agreed in writing. Please see Paragraph 9 below for further information regarding prices and payment.
Data Protection
3.8. Personal information collected as part of the ordering process shall be processed in accordance with our Privacy Policy.
4. PRINTING SERVICES
Application
4.1. This Paragraph 4 shall apply to all printing services, printed products and print fulfilment services supplied by us.
Cancellation of Printed Products
4.2. As all printed Products will be made to your specification or personalised by you, you will not have any right to cancel the supply of any printed Products once you have placed an order.
If an order is incorrectly placed, please contact us as soon as possible. If your order has not yet been submitted to production, we may (at our sole discretion) allow you to cancel the order and issue a refund to enable you to re-order the Products.
However, if the order has already been submitted to production, we will be unable to issue such cancellation.
Your Responsibilities
4.3. You are responsible for ensuring that all artwork, files, specifications, quantities, delivery details and other information supplied to us are complete, accurate and suitable for production.
4.4. You warrant that you own, or have obtained all necessary rights, licences, permissions and consents to use all text, images, logos, trademarks, designs and other content supplied to us in connection with the printing services.
Print Material Requirements
4.5. Whenever you upload or supply artwork, files or other materials to us (“Print Material”), you shall ensure that such Print Material:
4.5.1. Complies with all applicable laws and regulations;
4.5.2. Does not infringe the intellectual property rights or other rights of any third party;
4.5.3. Is not defamatory, obscene, offensive, discriminatory or unlawful; and
4.5.4. Does not contain any material which may expose us to legal liability or regulatory action.
5. DESIGN SERVICES
Application
5.1. This Paragraph 5 shall apply to all graphic design services, branding services, artwork creation services, marketing design services, digital design services and any other creative or design-related services supplied by us.
Design Material
5.2. You are responsible for ensuring that all information, instructions, content, branding assets, logos, images, copy, specifications and other materials supplied to us in connection with the design services (“Design Material”) are complete, accurate and suitable for the intended purpose.
5.3. You warrant that you own, or have obtained all necessary rights, licences, permissions and consents to use all Design Material supplied to us and that our use of such Design Material in providing the design services shall not infringe the intellectual property rights or other rights of any third party.
5.4. Whenever you upload or supply Design Material to us, you shall ensure that such Design Material:
5.4.1. Complies with all applicable laws and regulations;
5.4.2. Does not infringe the intellectual property rights or other rights of any third party;
5.4.3. Is not defamatory, obscene, offensive, discriminatory or unlawful; and
5.4.4. Does not contain any material which may expose us or any third party to legal liability or regulatory action.
Indemnity
5.5. If any Design Material supplied by you breaches Paragraph 5.4, you shall indemnify us against all losses, damages, claims, liabilities, costs and expenses incurred by us as a result of such breach.
Refusal of Services
5.6. We may refuse to provide, amend or complete any design services where, in our reasonable opinion, the Design Material does not comply with these terms and conditions or may expose us or any third party to legal, regulatory or reputational risk.
Scope of Work
5.7. Unless otherwise agreed in writing, all design services shall be provided in accordance with the scope of work agreed between the parties at the commencement of the project.
5.8. Any work requested by you outside the agreed scope of work may be subject to additional charges and revised delivery timescales.
Revisions
5.9. Unless otherwise agreed in writing, the fees quoted for design services include one round of revisions per design, artwork or asset. Additional revisions may be charged at our prevailing rates.
Approval Process
5.10. We shall provide proofs, drafts, concepts, mock-ups or other design materials for your review and approval during the course of the project.
5.11. Approval of any proof, draft, concept, mock-up, artwork, design, layout, specification or other design file shall constitute confirmation by you that all spelling, grammar, content, dimensions, positioning, colours and specifications are correct.
5.12. Once any proof, draft, concept, mock-up, artwork or design has been approved by you, we shall have no liability to you for any errors subsequently discovered by you.
Creative Interpretation
5.13. You acknowledge that design services are subjective in nature and that creative concepts, styles, layouts, colours and other design elements may vary according to professional judgement and creative interpretation.
5.14. We do not warrant that any design services, designs, branding, artwork or creative materials supplied by us will achieve any particular commercial result, marketing outcome, increase in sales, increase in enquiries or other business objective.
Artificial Intelligence and Design Services
5.15. We may use artificial intelligence systems, machine learning technologies, automated creative tools and other software applications in connection with the provision of design services.
5.16. Where artificial intelligence systems or automated tools are used, such use shall form part of our normal design process and shall not affect the validity, ownership, licensing or delivery of the design services supplied to you.
5.17. You acknowledge that content, concepts, imagery, layouts, copy, illustrations or other creative outputs generated or assisted by artificial intelligence systems may contain inaccuracies, similarities to third-party works or other unintended characteristics and that you are responsible for reviewing and approving all final deliverables prior to use.
5.18. To the fullest extent permitted by law, we shall have no liability arising from the use of artificial intelligence systems, machine learning technologies or automated creative tools in connection with the provision of design services, provided that we have exercised reasonable care and skill in supplying the Services.
Intellectual Property
5.19. Unless otherwise agreed in writing, all intellectual property rights in drafts, concepts, mock-ups, working files, source files and unused creative materials shall remain vested in us.
5.20. Ownership of the final approved design deliverables shall transfer to you only upon receipt by us of all sums due in respect of the relevant project.
Portfolio Rights
5.21. We reserve the right to display completed design work, branding, artwork and related materials within our portfolio, marketing materials, promotional materials, social media channels and case studies unless otherwise agreed in writing prior to commencement of the project.
Timescales
5.22. Delivery dates and project timescales for design services are estimates only and time shall not be of the essence in relation to the supply of design services.
5.23. We shall not be liable for delays arising from your failure to provide information, approvals, feedback, content or other materials reasonably required by us to complete the design services.
General Application
5.24. Design services shall remain subject to the payment, liability, intellectual property, claims and other provisions set out elsewhere within these terms and conditions.
6. WEB HOSTING SERVICES
Application
6.1. This Paragraph 6 shall apply to all website hosting services, managed hosting services, reseller hosting services, email hosting services, server services, domain-related hosting services and any other hosting or infrastructure-related services supplied by us.
Third-Party Infrastructure
6.2. You acknowledge and agree that we act as a reseller of hosting and infrastructure services and may utilise third-party hosting providers, data centres, registrars, software providers, infrastructure providers and other suppliers in connection with the provision of the hosting services.
6.3. The availability, performance and functionality of the hosting services may be dependent upon third-party systems, networks, infrastructure and suppliers over which we have no direct control.
Service Availability
6.4. Whilst we shall use reasonable endeavours to provide reliable hosting services, we do not warrant or guarantee that the hosting services will be uninterrupted, error-free, secure or continuously available.
6.5. Scheduled maintenance, emergency maintenance, upgrades, repairs, security measures, supplier outages, infrastructure failures and events outside our reasonable control may result in temporary interruptions to the hosting services.
6.6. We shall have no liability for any downtime, interruption, degradation of performance, loss of connectivity, loss of availability or other service disruption arising from any act or omission of a third-party hosting provider, infrastructure provider, registrar, software provider or other supplier.
Backups and Data
6.7. You are responsible for maintaining current backups of all websites, databases, emails, files, content and other materials hosted using the hosting services unless a managed backup service has been expressly agreed in writing.
6.8. Whilst we may provide backup services from time to time, we do not warrant that any backup will be complete, accurate, recoverable or suitable for your purposes.
6.9. We shall have no liability for any loss of data, corruption of data, deletion of data, failure of backups or inability to restore data except to the extent caused directly by our negligence.
Acceptable Use
6.10. You shall not use the hosting services:
6.10.1. For any unlawful purpose;
6.10.2. To transmit, store or distribute malicious software, viruses, ransomware or other harmful code;
6.10.3. To send unsolicited communications or spam;
6.10.4. To infringe the intellectual property rights or other rights of any third party; or
6.10.5. In any manner which may adversely affect the operation, security, integrity or reputation of our systems or those of our suppliers.
Suspension Rights
6.11. We reserve the right to suspend, restrict or terminate hosting services immediately where we reasonably believe that your use of the hosting services breaches these terms and conditions or may expose us, our suppliers or any third party to legal, regulatory, operational or reputational risk.
Domain Services
6.12. You acknowledge that domain names are subject to the rules, policies and procedures of the relevant registry, registrar or governing authority and that we shall have no liability for any suspension, cancellation, transfer, expiry or loss of a domain name arising from the acts or omissions of any third party.
6.13. It is your responsibility to ensure that domain registrations, renewal instructions, payment details, contact details and administrative information remain accurate and up to date.
6.14. We shall not be liable for any loss arising from the expiry, suspension, cancellation or failure to renew any domain name where renewal instructions, payment or required information have not been received from you in sufficient time.
6.15. Hosting services are supplied on a recurring basis and shall continue until terminated by either party in accordance with these terms and conditions or any applicable service agreement.
6.16. We reserve the right to suspend or terminate hosting services where any invoice remains unpaid after its due date.
Termination and Data Retention
6.17. Upon termination of hosting services, we may permanently delete websites, databases, emails, files and other hosted content after such period as we reasonably determine unless otherwise required by law.
Customer Content
6.18. You are responsible for ensuring that all content hosted using the hosting services complies with applicable laws and regulations and does not infringe the rights of any third party.
6.19. You shall indemnify us against all losses, damages, claims, liabilities, costs and expenses incurred by us arising from content, software, data or activities hosted by you using the hosting services.
Timescales
6.20. Delivery dates, migration dates, deployment dates and implementation timescales relating to hosting services are estimates only and time shall not be of the essence in relation to the supply of hosting services.
General Application
6.21. Hosting services shall remain subject to the payment, liability, intellectual property, claims and other provisions set out elsewhere within these terms and conditions.
Fair Usage
6.22. Hosting services are supplied subject to fair and reasonable usage.
6.22.1. You shall not use the hosting services in a manner which places unreasonable demands upon shared resources, infrastructure, servers, storage systems, databases, networks or other systems used in connection with the Services.
6.22.2. We reserve the right to restrict, suspend, throttle or require migration to an alternative service plan where resource usage materially exceeds normal usage levels for the relevant Service.
6.22.3. Our determination of excessive resource usage shall be made acting reasonably and having regard to infrastructure capacity, service stability, security requirements, supplier requirements and the interests of other customers.
6.22.4. We shall endeavour to provide reasonable notice before taking action under this Paragraph 6.22 where circumstances reasonably permit.
6.22.5. Nothing in this Paragraph 6.22 shall require us to continue supplying Services where continued provision would, in our reasonable opinion, adversely affect our infrastructure, suppliers, systems, security, operations or other customers.
Security Incidents
6.23. You shall notify us without undue delay upon becoming aware of any security incident, unauthorised access, compromise, malware infection, vulnerability or other event affecting any website, account, software, email service, domain service or hosting service supplied by us.
7. WEBSITE DESIGN SERVICES
Application
7.1. This Paragraph 7 shall apply to all website design services, website development services, landing page design services, website maintenance services, website content services, user interface design services, user experience design services and any other website-related services supplied by us.
Website Material
7.2. You are responsible for ensuring that all information, instructions, content, branding assets, logos, images, copy, specifications, functionality requirements and other materials supplied to us in connection with the website design services (“Website Material”) are complete, accurate and suitable for the intended purpose.
7.3. You warrant that you own, or have obtained all necessary rights, licences, permissions and consents to use all Website Material supplied to us and that our use of such Website Material in providing the website design services shall not infringe the intellectual property rights or other rights of any third party.
7.4. Whenever you upload or supply Website Material to us, you shall ensure that such Website Material:
7.4.1. Complies with all applicable laws and regulations;
7.4.2. Does not infringe the intellectual property rights or other rights of any third party;
7.4.3. Is not defamatory, obscene, offensive, discriminatory or unlawful; and
7.4.4. Does not contain any material which may expose us or any third party to legal liability or regulatory action.
Indemnity
7.5. If any Website Material supplied by you breaches Paragraph 7.4, you shall indemnify us against all losses, damages, claims, liabilities, costs and expenses incurred by us as a result of such breach.
Refusal of Services
7.6. We may refuse to provide, amend or complete any website design services where, in our reasonable opinion, the Website Material does not comply with these terms and conditions or may expose us or any third party to legal, regulatory or reputational risk.
Scope of Work
7.7. Unless otherwise agreed in writing, all website design services shall be provided in accordance with the scope of work agreed between the parties at the commencement of the project.
7.8. Any work requested by you outside the agreed scope of work may be subject to additional charges and revised delivery timescales.
Approval Process
7.9. We shall provide proofs, mock-ups, wireframes, staging environments, development previews or other website materials for your review and approval during the course of the project.
7.10. Approval of any wireframe, mock-up, design, layout, content, functionality, staging environment or other website-related deliverable shall constitute confirmation by you that the relevant deliverable is satisfactory and suitable for your requirements.
7.11. Once any deliverable has been approved by you, we shall have no liability to you for any errors, omissions or issues subsequently discovered by you which were reasonably capable of being identified during the approval process.
Third-Party Dependencies
7.12. You acknowledge that website functionality, browser compatibility, third-party integrations, plugins, themes, APIs, software applications and external services may be dependent upon third-party providers over whom we have no control.
7.13. We shall have no liability for any interruption, incompatibility, malfunction, security issue, withdrawal of service or loss of functionality arising from any third-party software, plugin, theme, integration, API, hosting provider or external service.
Artificial Intelligence and Website Services
7.14. We may use artificial intelligence systems, machine learning technologies, automated coding tools, automated content generation tools, automated design tools and other software applications in connection with the provision of website design services.
7.15. Where artificial intelligence systems or automated tools are used, such use shall form part of our normal website design and development process and shall not affect the validity, ownership, licensing or delivery of the website design services supplied to you.
7.16. You acknowledge that code, content, imagery, layouts, functionality suggestions, search engine optimisation recommendations, user interface elements, user experience recommendations and other outputs generated or assisted by artificial intelligence systems may contain inaccuracies, vulnerabilities, similarities to third-party works, coding errors, security weaknesses or other unintended characteristics.
7.17. You are responsible for reviewing, testing and approving all website content, functionality, code and deliverables prior to launch and ongoing use.
7.18. To the fullest extent permitted by law, we shall have no liability arising from the use of artificial intelligence systems, machine learning technologies or automated tools in connection with the provision of website design services, provided that we have exercised reasonable care and skill in supplying the Services.
7.19. You acknowledge that artificial intelligence systems and automated tools are evolving technologies and that we do not warrant that any output generated or assisted by such systems will be unique, error-free, free from third-party claims or suitable for any particular purpose.
Performance and Compliance
7.20. Unless expressly agreed in writing, we do not warrant that any website will achieve any particular search engine ranking, traffic level, conversion rate, commercial result, marketing outcome or business objective.
7.21. You are responsible for ensuring that your website complies with all applicable laws and regulations, including those relating to privacy, cookies, accessibility, consumer protection, electronic commerce and data protection.
Legal Compliance Reviews
7.21.1. Unless expressly agreed by us in writing, we do not undertake any legal review of website content, privacy notices, cookie notices, accessibility compliance, consumer law compliance, regulatory compliance or other legal requirements applicable to your website or business.
Intellectual Property
7.22. Unless otherwise agreed in writing, all intellectual property rights in drafts, concepts, wireframes, staging environments, source code, development files and unused materials shall remain vested in us.
7.23. Ownership of the final approved website deliverables shall transfer to you only upon receipt by us of all sums due in respect of the relevant project and shall exclude any third-party software, plugins, themes, frameworks, licences, artificial intelligence platforms, proprietary systems or other third-party components.
Portfolio Rights
7.24. We reserve the right to display completed website projects, screenshots, designs and related materials within our portfolio, marketing materials, promotional materials, social media channels and case studies unless otherwise agreed in writing prior to commencement of the project.
Timescales
7.25. Delivery dates and project timescales for website design services are estimates only and time shall not be of the essence in relation to the supply of website design services.
7.26. We shall not be liable for delays arising from your failure to provide information, approvals, feedback, content or other materials reasonably required by us to complete the website design services.
Deployment and Integrations
7.27. Where website design services include deployment, migration, launch, hosting configuration, domain configuration, email configuration or integration with third-party systems, you acknowledge that such activities may be dependent upon third-party providers and external systems over which we have no control.
7.28. We shall have no liability for any downtime, interruption, loss of functionality, loss of data, delay or other issue arising from the acts or omissions of any hosting provider, registrar, software provider, plugin developer, API provider, artificial intelligence provider or other third party.
General Application
7.29. Website design services shall remain subject to the payment, liability, intellectual property, claims and other provisions set out elsewhere within these terms and conditions.
8. A.I. SERVICES
Application
8.1. This Paragraph 8 shall apply to any artificial intelligence services, machine learning services, automated content generation services, automated design services, automated analysis services, automated customer support services and any other services incorporating artificial intelligence technologies supplied by us from time to time.
Use of Artificial Intelligence Technologies
8.2. We may use artificial intelligence systems, machine learning technologies, large language models, automated decision-support tools, generative content systems, automated design tools, predictive technologies and other emerging technologies in connection with the provision, enhancement, optimisation, development or delivery of any Services supplied by us.
8.3. You acknowledge and agree that the use of artificial intelligence technologies may form part of our normal business operations and may be used to improve efficiency, productivity, customer experience, service quality, workflow management, content creation, design processes, software development, data analysis, customer communications and other business functions.
8.4. We reserve the right to introduce, modify, replace, discontinue or expand the use of artificial intelligence technologies within our Services at any time without prior notice, provided that such changes do not materially reduce the core functionality of any Service purchased by you.
A.I. Outputs
8.5. You acknowledge that outputs generated, assisted or influenced by artificial intelligence technologies may contain inaccuracies, omissions, errors, biases, similarities to third-party works, unintended results or other characteristics inherent to such technologies.
8.6. Unless expressly agreed in writing, we do not warrant that any output generated or assisted by artificial intelligence technologies shall be accurate, complete, unique, error-free, suitable for any particular purpose or free from third-party claims.
8.7. You are responsible for reviewing, verifying and approving any content, designs, recommendations, analyses, code, communications or other outputs generated or assisted by artificial intelligence technologies before relying upon, publishing, distributing or implementing them.
8.8. We shall not be liable for any loss, damage, claim, liability, cost or expense arising from your reliance upon any output generated or assisted by artificial intelligence technologies where such output has not been independently reviewed and approved by you.
Data Usage
8.9. We may use information, prompts, instructions, content, materials, feedback, usage data, performance data and other information supplied by you for the purposes of operating, improving, training, testing, monitoring, developing or enhancing artificial intelligence-enabled Services, subject always to applicable laws and our Privacy Policy.
Third-Party Providers
8.10. Where third-party artificial intelligence platforms, software providers or technology partners are used in connection with the Services, you acknowledge that such providers may have their own terms, policies, limitations and operational practices over which we have no control.
8.11. We shall have no liability for any interruption, withdrawal, degradation, inaccuracy, malfunction, security issue, loss of functionality or other issue arising from any third-party artificial intelligence platform, software provider, model provider or technology partner.
Customer Obligations
8.12. You shall not use any artificial intelligence-enabled Service supplied by us for any unlawful, fraudulent, misleading, defamatory, discriminatory, harmful or unethical purpose.
8.13. You shall indemnify us against all losses, damages, claims, liabilities, costs and expenses incurred by us arising from your misuse of any artificial intelligence-enabled Service or your breach of this Paragraph 8.
Exclusions and Enforcement
8.14. To the fullest extent permitted by law, we exclude all warranties, representations, conditions and other terms relating to artificial intelligence technologies except those which cannot lawfully be excluded.
8.15. We reserve the right to monitor, audit, suspend, restrict or terminate access to any artificial intelligence-enabled Service where we reasonably believe that such Service is being used in breach of these terms and conditions or in a manner which may expose us or any third party to legal, regulatory, operational or reputational risk.
General Application
8.16. Artificial intelligence-enabled Services shall remain subject to the payment, liability, intellectual property, claims, privacy and other provisions set out elsewhere within these terms and conditions.
A.I. Opt-Out Requests
8.17. You may request in writing, prior to commencement of the relevant Services, that artificial intelligence technologies are not used in connection with a specific project or Service (“A.I. Opt-Out Request”).
8.18. We shall use reasonable endeavours to accommodate any A.I. Opt-Out Request accepted by us in writing. However, we reserve the right to refuse any such request where, in our reasonable opinion, the use of artificial intelligence technologies forms an integral part of the relevant Service, workflow, software platform, operational process or delivery method.
9. PAYMENT TERMS
Pricing
9.1. The price payable for any Services shall be the price quoted on the Website, contained within a quotation, proposal or statement of work, or otherwise agreed in writing between the parties.
9.2. All prices are stated in pounds sterling (£). Any taxes, duties or similar governmental charges applicable to the supply of the Services shall be payable by you in addition to the stated price where required by law.
Payment Terms
9.3. Payment shall be made in full at the time of ordering unless otherwise agreed by us in writing.
9.4. We reserve the right to require payment in advance, staged payments, milestone payments, recurring payments, deposits or any combination thereof in respect of any Services.
9.5. Where a deposit is required, work shall not commence until the deposit has been received in cleared funds.
9.6. Deposits are non-refundable once work has commenced, save where otherwise required by law.
9.7. Design services, website design services, development services, consultancy services and other bespoke or customised Services are non-refundable once work has commenced.
Recurring Services
9.8. Where Services are supplied on a recurring, subscription, hosting, maintenance, support or retainer basis, payment shall be due in advance on the renewal date specified by us.
9.9. You authorise us to collect recurring payments using the payment method provided by you unless and until the relevant Service is cancelled in accordance with these terms and conditions.
9.10. We reserve the right to suspend, restrict or terminate any Service where payment is overdue.
Late Payment
9.11. If any invoice remains unpaid after its due date, we reserve the right to charge interest on the overdue amount at the rate of 5% per annum above the base lending rate of the Bank of England from time to time, accruing on a daily basis until payment is made in full.
9.12. You shall reimburse us for all reasonable costs, expenses, legal fees, debt recovery charges and administrative costs incurred by us in recovering any overdue sums.
9.13. Where work is delayed due to your failure to provide information, approvals, content, instructions or other materials reasonably required by us, we reserve the right to invoice for work completed up to that date and to revise any agreed payment schedule.
9.14. Any additional work requested by you outside the agreed scope of Services may be charged at our prevailing rates and shall be payable in accordance with the payment terms notified to you.
Price Changes
9.15. We reserve the right to increase the charges for recurring, subscription, hosting, maintenance, support or retainer Services by giving you not less than 30 days’ written notice.
Payment Method Requirements
9.16. All payments shall be made without deduction, withholding, counterclaim, set-off or abatement except where required by law.
Ownership Pending Payment
9.17. Ownership of any deliverables, intellectual property rights, source files, artwork, designs, websites, content or other materials supplied by us shall not transfer to you until all sums due to us have been paid in full.
Chargebacks and Payment Disputes
9.18. If a payment dispute, chargeback, card reversal or similar claim is initiated after Services have been supplied, we reserve the right to recover from you all associated costs, fees, losses and expenses incurred by us in responding to or defending such claim.
Suspension of Services
9.19. We reserve the right to suspend access to websites, hosting services, domains, email services, digital assets, online platforms or other Services pending resolution of any overdue payment or payment dispute.
Survival of Payment Obligations
9.20. Payment obligations under this Paragraph 9 shall survive completion, suspension, termination or cancellation of the relevant Contract and shall remain subject to the other provisions of these terms and conditions.
10. REFUNDS & CANCELLATIONS
Application
10.1. This Paragraph 10 shall apply to the cancellation of Services and any entitlement to refunds, credits or other reimbursement in connection with the Services supplied by us.
Bespoke Services
10.2. Subject to Paragraph 10.3, all Services supplied by us are bespoke, customised, made-to-order, project-based or otherwise tailored to your requirements and, accordingly, are non-refundable once work has commenced.
Statutory Rights
10.3. Nothing in these terms and conditions shall affect any statutory rights which cannot lawfully be excluded or restricted.
Customer Cancellation Requests
10.4. You may request cancellation of a Service at any time by providing written notice to us. Any such request shall not take effect unless and until acknowledged by us in writing.
Cancellation Before Work Commences
10.5. Where cancellation is requested before work has commenced and before any costs, commitments, licences, registrations, materials, third-party services or administrative work have been incurred by us, we may, at our sole discretion, provide a full or partial refund.
Cancellation After Work Commences
10.6. Where work has commenced, we reserve the right to retain all sums paid and to invoice you for any work completed, time incurred, commitments entered into, licences purchased, registrations completed, third-party costs incurred or other expenses arising up to the date of cancellation.
10.7. Deposits shall remain non-refundable once work has commenced or where resources, personnel, production capacity, licences, registrations or third-party services have been allocated to the relevant project.
Recurring Services
10.8. Where Services are supplied on a recurring, subscription, hosting, maintenance, support, software, domain registration, email hosting or retainer basis, cancellation shall not entitle you to a refund for any current billing period unless otherwise agreed by us in writing.
10.9. Any notice period applicable to recurring Services shall continue to apply notwithstanding any request for cancellation.
Third-Party Costs
10.10. Domain registrations, domain renewals, SSL certificates, software licences, third-party subscriptions, hosting fees, advertising spend, media purchases and other third-party costs are non-refundable once purchased, renewed, committed or incurred.
Our Right to Cancel
10.11. We reserve the right to cancel, suspend or terminate any Service immediately where:
10.11.1. You breach these terms and conditions;
10.11.2. Payment is overdue;
10.11.3. We reasonably believe that the Service is being used unlawfully or in a manner likely to expose us or any third party to legal, regulatory, operational or reputational risk; or
10.11.4. We are required to do so by law, regulation, court order or governmental authority.
10.12. Where we cancel a Service pursuant to Paragraph 10.11, no refund shall be payable in respect of any unused portion of the Service unless otherwise required by law.
Inactive Projects
10.13. If a project remains inactive for a period of 90 days or more due to your failure to provide information, approvals, content, instructions, feedback or other materials reasonably required by us, we reserve the right to close the project and retain any sums already paid in respect of work completed up to that date.
Approved Refunds
10.14. Any refund approved by us shall be made using the original payment method wherever reasonably practicable and may be subject to deduction for work completed, administrative costs, third-party costs, transaction fees or other amounts reasonably incurred by us.
Delays Outside Our Control
10.15. We shall have no obligation to provide refunds, credits or compensation for delays arising from your acts or omissions, third-party providers, force majeure events or circumstances beyond our reasonable control.
General Application
10.16. Any refund, cancellation or termination under this Paragraph 10 shall remain subject to the payment, liability, intellectual property, claims and other provisions set out elsewhere within these terms and conditions.
11. INTELLECTUAL PROPERTY
Application
11.1. This Paragraph 11 shall apply to all intellectual property rights arising in connection with the Services supplied by us, including without limitation printing services, design services, website design services, development services, artificial intelligence-enabled services, consultancy services and any other Services supplied by us from time to time.
Our Intellectual Property
11.2. All intellectual property rights in and to our Website, systems, software, methodologies, processes, know-how, templates, tools, concepts, designs, source files, artwork, content, documentation and other materials created, developed or owned by us shall remain vested in us or our licensors.
Customer Materials
11.3. You warrant that you own, or have obtained all necessary rights, licences, permissions and consents to use any content, artwork, logos, trademarks, images, text, data, designs, materials or other items supplied by you in connection with the Services.
11.4. You grant to us a non-exclusive, royalty-free licence to use, reproduce, modify, adapt, store, process and reproduce any materials supplied by you to the extent reasonably necessary for the provision of the Services.
Indemnity
11.5. You shall indemnify us against all losses, damages, claims, liabilities, costs and expenses incurred by us arising from any allegation that materials supplied by you infringe the intellectual property rights or other rights of any third party.
Ownership of Working Files
11.6. Unless otherwise agreed in writing, all concepts, drafts, proofs, mock-ups, preliminary designs, development files, source files, working files, unused artwork, rejected concepts, staging environments, development versions and other preparatory materials created by us shall remain our property and shall not transfer to you.
Transfer of Rights
11.7. Subject to full payment of all sums due to us, ownership of final approved deliverables expressly supplied to you as part of the Services shall transfer to you, excluding:
11.7.1. Third-party software;
11.7.2. Plugins;
11.7.3. Themes;
11.7.4. Frameworks;
11.7.5. Licences;
11.7.6. Artificial intelligence platforms;
11.7.7. Proprietary systems; and
11.7.8. Other third-party components.
Portfolio Rights
11.8. Unless otherwise agreed in writing, we reserve the right to display completed projects, designs, printed materials, websites, branding, screenshots and related materials within our portfolio, marketing materials, social media channels, promotional materials and case studies.
Survival
11.9. The provisions of this Paragraph 11 shall survive completion, cancellation, suspension or termination of any Contract.
12. CLAIMS & REPORTING REQUIREMENTS
Application
12.1. This Paragraph 12 shall apply to any claim, complaint, dispute, report of defect, report of non-delivery, report of service interruption or other issue arising in connection with any Services supplied by us.
Reporting Requirements
12.2. You must notify us as soon as reasonably practicable upon becoming aware of any issue affecting the Services.
12.3. Claims relating to printed Products, shortages, defects, damage, non-delivery or other production-related issues must be reported within 30 days of delivery or, in the case of non-delivery, within 30 days of the expected delivery date.
12.4. Claims relating to website services, hosting services, domain services, email hosting services, design services or other digital Services must be reported as soon as reasonably practicable after the issue becomes apparent and, in any event, within 30 days.
Information Required
12.5. You shall provide all information, documentation, screenshots, photographs, correspondence and other evidence reasonably requested by us to investigate any claim.
12.6. We reserve the right to inspect, test, examine or otherwise investigate any Product, Service, file, website, account, system or other item forming the subject of a claim.
Preservation of Evidence
12.6.1. Where reasonably requested by us, you shall make the relevant Products available for inspection and shall not dispose of, destroy, materially alter or otherwise interfere with them until our investigation has concluded.
Failure to Notify
12.7. We shall not be liable in respect of any claim unless we are notified in accordance with this Paragraph 12.
12.8. Paragraph 12.7 shall not apply where you demonstrate to our reasonable satisfaction that it was not reasonably possible to comply with the notification requirements and that notice was provided as soon as reasonably practicable thereafter.
General Application
12.9. Claims made under this Paragraph 12 shall remain subject to the liability, refund, cancellation and other provisions set out elsewhere within these terms and conditions.
13. NOTICES
Service of Notices
13.1. Any notice given under or in connection with these terms and conditions shall be in writing.
13.2. Notices may be served:
13.2.1. By email;
13.2.2. Through any customer support system, client portal or account area operated by us;
13.2.3. By first class post or recorded delivery; or
13.2.4. By any other method expressly agreed between the parties.
Notices from You
13.3. Notices from you shall be sent either through our customer support systems, client portal, published contact details or such other contact method as we may notify to you in writing from time to time.
Notices from Us
13.4. We may send notices to any email address, postal address, billing contact, administrative contact, account holder or other contact details supplied by you in connection with the Services.
Deemed Receipt
13.5. A notice shall be deemed received:
13.5.1. If sent by email, on the next working day after transmission;
13.5.2. If sent through a customer support system, client portal or account area, immediately upon publication;
13.5.3. If sent by post, on the third working day after posting; and
13.5.4. If delivered personally, at the time of delivery.
Customer Responsibility
13.6. You are responsible for ensuring that your contact details remain accurate and up to date at all times.
13.7. We shall not be responsible for any failure by you to receive a notice arising from inaccurate, incomplete or outdated contact information supplied by you.
14. EVENTS OUTSIDE OUR CONTROL
Force Majeure
14.1. We shall not be liable or responsible for any failure to perform, or delay in performance of, any obligation under these terms and conditions which is caused by an event outside our reasonable control (“Force Majeure Event”).
Force Majeure Events
14.2. A Force Majeure Event includes, without limitation:
14.2.1. Strikes, lock-outs or other industrial action;
14.2.2. Civil commotion, riot, invasion, terrorist attack, threat of terrorist attack, war or threat of war;
14.2.3. Fire, flood, storm, earthquake, epidemic, pandemic or other natural disaster;
14.2.4. Failure of public or private telecommunications networks;
14.2.5. Internet outages, cyber incidents, denial of service attacks or infrastructure failures;
14.2.6. Failure, interruption, suspension, degradation or withdrawal of services provided by suppliers, manufacturers, fulfilment providers, couriers, registrars, hosting providers, software providers, infrastructure providers or other third parties;
14.2.7. Acts, decrees, legislation, regulations or restrictions imposed by any governmental authority; or
14.2.8. Any other circumstance beyond our reasonable control.
Suspension of Performance
14.3. Our performance of any obligation affected by a Force Majeure Event shall be suspended for the duration of the Force Majeure Event.
Mitigation
14.4. We shall use reasonable endeavours to minimise the effects of any Force Majeure Event where reasonably practicable.
15. TRANSFER OF RIGHTS & OBLIGATIONS
Assignment by You
15.1. You may not assign, transfer, charge, subcontract, delegate or otherwise dispose of any Contract or any of your rights or obligations arising under it without our prior written consent.
Assignment by Us
15.2. We may assign, transfer, subcontract or otherwise deal with any Contract or any of our rights and obligations under it at any time.
Use of Third-Party Providers
15.3. We may use third-party suppliers, manufacturers, fulfilment providers, hosting providers, registrars, software providers, contractors and other service providers in connection with the supply of the Services.
15.4. The use of any third-party supplier or subcontractor shall not affect the Contract between you and us.
Successors
15.5. These terms and conditions shall be binding upon and shall benefit the parties and their respective successors and permitted assigns.
16. THIRD PARTY RIGHTS
Rights of Third Parties
16.1. These terms and conditions and any Contract entered into between you and us are made solely for the benefit of you and us.
16.2. Except as expressly provided otherwise within these terms and conditions, no person who is not a party to a Contract shall have any right to enforce any term of that Contract.
16.3. The rights of the parties to rescind, amend, vary, suspend, terminate or otherwise deal with any Contract shall not be subject to the consent of any third party.
Contracts (Rights of Third Parties) Act 1999
16.4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to any Contract except to the extent expressly stated otherwise within these terms and conditions.
17. ACCEPTABLE USE POLICY
Application
17.1. Your use of the Services shall be subject to our Acceptable Use Policy as amended from time to time.
17.2. The Acceptable Use Policy forms part of these terms and conditions and is incorporated into every Contract entered into between you and us.
Compliance
17.3. You agree to comply with the Acceptable Use Policy at all times when using the Services.
17.4. You shall ensure that any employee, contractor, agent, representative, user, administrator or other person accessing the Services through you also complies with the Acceptable Use Policy.
Breach
17.5. Any breach of the Acceptable Use Policy shall constitute a breach of these terms and conditions.
17.6. Where we reasonably believe that a breach of the Acceptable Use Policy has occurred, we may exercise any rights or remedies available to us under these terms and conditions, the Acceptable Use Policy or applicable law.
Amendments
17.7. We reserve the right to amend the Acceptable Use Policy from time to time and any revised version shall take effect in accordance with the provisions of Paragraph 22 of these terms and conditions.
18. PRIVACY & DATA PROTECTION
Privacy Policy
18.1. Personal information collected, processed or stored by us shall be handled in accordance with our Privacy Policy as amended from time to time.
18.2. The Privacy Policy forms part of these terms and conditions and is incorporated into every Contract entered into between you and us.
Data Protection
18.3. Each party shall comply with its respective obligations under applicable data protection legislation.
18.4. Where you provide personal information relating to any third party, you warrant that you have obtained all necessary rights, permissions, notices and consents required to permit the lawful transfer and use of that information in connection with the Services.
Service Providers
18.5. You acknowledge that we may use third-party suppliers, software providers, hosting providers, payment processors, fulfilment providers, infrastructure providers and other service providers in connection with the supply of the Services.
18.6. Where reasonably required for the provision of the Services, personal information may be shared with, stored by or processed by such third-party providers in accordance with applicable laws and our Privacy Policy.
Policy Updates
18.7. We reserve the right to amend the Privacy Policy from time to time and any revised version shall take effect in accordance with the provisions of Paragraph 22 of these terms and conditions.
19. COMMUNICATIONS & CALL RECORDING
Electronic Communications
19.1. By using the Website or ordering Services from us, you agree that communications between you and us may take place electronically.
19.2. Electronic communications may include emails, support tickets, client portal messages, account notifications, invoices, payment reminders, service notices, maintenance notices and other communications relating to the Services.
Call Recording
19.3. We may monitor, record, store and review telephone calls, video calls, online meetings, live chat conversations and other communications between you and us for training, quality assurance, compliance, security, dispute resolution, record keeping and service improvement purposes.
19.4. Where required by law, we shall provide appropriate notification before any communication is recorded.
Support Communications
19.5. Communications submitted through support systems, helpdesk platforms, client portals, ticketing systems, contact forms or similar systems operated by us may be retained for operational, compliance, evidential and customer service purposes.
Artificial Intelligence & Automation
19.6. We may use artificial intelligence systems, automated support tools, automated ticketing systems, automated communications platforms and other technologies in connection with customer service, technical support, administration, workflow management and the provision of the Services.
19.7. The use of such technologies shall not affect the validity of any communication, notice, approval, instruction, confirmation or other correspondence exchanged between you and us.
Customer Responsibility
19.8. You are responsible for ensuring that communications sent to us are accurate, complete and supplied through appropriate communication channels.
19.9. We shall not be responsible for delays arising from communications being sent to incorrect, inactive or unsupported contact channels not designated by us for customer communications.
20. LIMITATION OF LIABILITY
General Limitation
20.1. Subject to Paragraph 20.2 below, our total aggregate liability to you in connection with any Contract, Service, Product or any other matter arising out of or in connection with these terms and conditions shall be limited to the total amount paid by you to us in respect of the relevant Service or Product giving rise to the claim.
Liability Which Cannot Be Excluded
20.2. We do not exclude or limit in any way our liability:
20.2.1. For death or personal injury caused by our negligence;
20.2.2. Under Section 2(3) of the Consumer Protection Act 1987;
20.2.3. For fraud or fraudulent misrepresentation; or
20.2.4. For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
Excluded Losses
20.3. Whether caused by our negligence, breach of contract, breach of statutory duty or otherwise, we exclude all liability for:
20.3.1. Loss of income or revenue;
20.3.2. Loss of business;
20.3.3. Loss of profits;
20.3.4. Loss of contracts;
20.3.5. Loss of anticipated savings;
20.3.6. Loss of goodwill;
20.3.7. Loss of reputation;
20.3.8. Loss of opportunity;
20.3.9. Loss of use;
20.3.10. Loss of production;
20.3.11. Loss of data;
20.3.12. Corruption of data;
20.3.13. Loss of software;
20.3.14. Loss of website functionality;
20.3.15. Loss of search engine rankings;
20.3.16. Loss of marketing performance;
20.3.17. Waste of management or office time; or
20.3.18. Any indirect or consequential loss or damage of any kind however arising, even if foreseeable.
Matters Outside Our Responsibility
20.4. We shall not be liable for any loss, damage, delay, interruption, defect, inaccuracy, incompatibility, downtime, failure or other issue arising from:
20.4.1. Any information, instructions, content, artwork, materials, specifications or data supplied by you;
20.4.2. Any act or omission by you;
20.4.3. Any third-party supplier, manufacturer, trade printer, fulfilment provider, courier, registrar, hosting provider, software provider, plugin developer, API provider, artificial intelligence provider or other third party;
20.4.4. Any failure of telecommunications networks, internet services, software, hardware, customer support systems, client portals, third-party communication platforms or other infrastructure not directly controlled by us;
20.4.5. Any Force Majeure Event;
20.4.6. Any delay arising from your failure to provide approvals, content, instructions, information or materials reasonably required by us;
20.4.7. Any delay, non-delivery, failure, filtering, rejection or interruption of communications arising from inaccurate contact information supplied by you or from the acts or omissions of any telecommunications provider, email provider, software provider, customer support platform or other third party; or
20.4.8. Any suspension, restriction, limitation or termination of Services carried out by us in accordance with these terms and conditions, the Acceptable Use Policy or any applicable law, regulation or third-party provider requirement.
Approved Deliverables
20.5. We shall not be liable for any loss arising from:
20.5.1. The use of any artwork, content, designs, websites, code, software, recommendations, reports, analyses or other deliverables after approval by you;
20.5.2. Any modification made to a deliverable by you or any third party after delivery;
20.5.3. Any use of a deliverable for a purpose other than that for which it was originally supplied; or
20.5.4. Any reliance placed by you upon information, recommendations, analyses, content, code, communications or other outputs generated or assisted by artificial intelligence technologies.
Service Performance
20.6. We do not warrant that any Service supplied by us will:
20.6.1. Be uninterrupted or error-free;
20.6.2. Achieve any particular commercial result, business objective, marketing outcome, search engine ranking, traffic level, conversion rate or financial return; or
20.6.3. Be suitable for your particular requirements.
Third-Party Dependencies
20.7. You acknowledge that many of the Services supplied by us involve third-party systems, technologies, suppliers and infrastructure over which we have no direct control and that, accordingly, our liability in respect of such third-party services is limited to the fullest extent permitted by law.
20.7.1. Such third-party systems, technologies and providers may include, without limitation, manufacturers, fulfilment providers, couriers, registrars, hosting providers, software providers, infrastructure providers, payment processors, communication providers, artificial intelligence providers and other suppliers used by us in connection with the Services.
Exclusion of Implied Terms
20.8. Except as expressly stated in these terms and conditions, we do not give any representations, warranties, conditions, guarantees or undertakings in relation to the Services.
20.8.1. Nothing in these terms and conditions shall be construed as creating any warranty, guarantee or service level commitment unless expressly stated by us in writing.
20.8.2. Any representation, condition or warranty which might otherwise be implied by statute, common law or otherwise is excluded to the fullest extent permitted by law.
Statutory Rights
20.9. Nothing in these terms and conditions shall affect your statutory rights.
Survival
20.10. The limitations and exclusions contained in this Paragraph 20 shall survive the completion, cancellation, suspension or termination of any Contract and shall apply to the fullest extent permitted by law.
21. GOVERNING LAW
Applicable Law
21.1. These terms and conditions, any Contract between you and us, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Jurisdiction
21.2. Subject to Paragraph 21.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions, any Contract, the Services, the Products or their subject matter or formation (including non-contractual disputes or claims).
21.3. If you are a consumer resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of the part of the United Kingdom in which you reside, and nothing in these terms and conditions shall affect any mandatory rights available to you under applicable consumer protection laws.
Severability
21.4. If any provision of these terms and conditions is found by any court or competent authority to be invalid, unlawful or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.
Waiver
21.5. Any failure or delay by us in exercising any right, power or remedy under these terms and conditions shall not constitute a waiver of that or any other right, power or remedy.
Entire Agreement
21.6. These terms and conditions constitute the entire agreement between you and us in relation to the Services and supersede any prior agreement, understanding, representation or arrangement relating to their subject matter, except where expressly agreed otherwise in writing.
Survival of Terms
21.7. The provisions of these terms and conditions which by their nature are intended to survive completion, cancellation, suspension or termination of any Contract, including without limitation those relating to payment, intellectual property rights, indemnities, limitations of liability and governing law, shall continue in full force and effect following such completion, cancellation, suspension or termination.
22. CHANGES TO THESE TERMS
Right to Amend
22.1. We reserve the right to amend, update, modify or replace these terms and conditions from time to time to reflect changes in our business operations, Services, Products, legal obligations, regulatory requirements, industry practices, technology, security requirements or any other reasonable commercial consideration.
Publication of Revised Terms
22.2. Any revised version of these terms and conditions shall be published on the Website and shall take effect from the date specified within the revised version unless otherwise stated.
Applicable Version
22.3. The terms and conditions in force at the time that a Contract is formed shall apply to that Contract unless:
22.3.1. We are required by law or regulatory authority to apply revised terms and conditions; or
22.3.2. The changes relate to ongoing, recurring, subscription-based, hosting, maintenance, support or other continuing Services and we have provided reasonable notice of the changes to you.
Notification of Material Changes
22.4. Where we make material changes to these terms and conditions which affect ongoing Services, we may notify you by email, through your account, by notice on the Website or by any other reasonable method.
Continued Use
22.5. Your continued use of any ongoing Service following the effective date of any revised terms and conditions shall constitute your acceptance of those revised terms and conditions to the extent permitted by law.
Right to Terminate
22.6. If you do not agree to any revised terms and conditions relating to an ongoing Service, you may terminate the affected Service in accordance with any applicable cancellation provisions, provided that all sums due up to the date of termination remain payable.
Customer Amendments
22.7. No amendment, variation or modification proposed by you shall be binding upon us unless expressly agreed by us in writing.
Accrued Rights
22.8. Nothing in this Paragraph 22 shall affect any rights or obligations which have accrued prior to the effective date of any amendment to these terms and conditions.
