These Terms and Conditions ("Terms") govern the provision of services by St Neots Digital ("we", "us", "our") to the Client ("you", "your").
By accepting a quotation, paying an invoice, signing a proposal, instructing us to commence work, or otherwise engaging our services, you agree to be bound by these Terms.
1. Definitions
Services means the design, development, SEO, hosting, maintenance, automation, consultancy, email management, Microsoft 365 administration, and related digital services provided by St Neots Digital.
Deliverables means any website, software, digital asset, design, content, automation, documentation, or other work product supplied as part of the Services.
Client Content means all materials, information, data, text, images, videos, trademarks, logos, credentials, and other assets supplied by the Client.
Project means the Services and Deliverables agreed between the parties.
Recurring Services means any ongoing monthly or annual services including, but not limited to, website hosting, maintenance plans, domain management, Microsoft 365 licensing, email hosting, security monitoring, backups, support retainers, SEO retainers, and software subscriptions.
2. Business Clients
Unless otherwise agreed in writing, the Services are provided for business purposes and these Terms are intended to operate on a business-to-business basis.
3. Scope and Changes
3.1 Specifications: Work is limited to the scope defined in the applicable Statement of Work ("SOW"), quotation, proposal, or written agreement.
3.2 Change Requests: Any additions, modifications, or work outside the agreed scope shall constitute a Change Request. We reserve the right to provide a separate quotation for Change Requests. No additional work shall commence until written approval has been received.
3.3 Revisions: Unless otherwise stated in writing, project quotations include up to two rounds of reasonable revisions during the design and approval stages. Additional revisions, amendments, or changes may be charged at our prevailing rates.
4. Payment Terms and Milestones
4.1 Deposits: A 50% non-refundable deposit is required to secure a project slot and commence work unless otherwise agreed in writing.
4.2 Milestone Payments: For larger projects, payments may be divided into agreed milestones. Each milestone invoice must be paid in full before work proceeds to the next phase.
4.3 Final Balance: All outstanding balances become due upon project completion or launch approval, whichever occurs first. We reserve the right to withhold Deliverables, source files, access credentials, and deployment until payment has been received in full.
4.4 Late Payments: Invoices are payable within the payment period stated on the invoice. We reserve the right to charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, suspend ongoing work, suspend hosting, maintenance, support, email services, or remove access to development environments.
4.5 Debt Recovery Costs: The Client shall be responsible for all reasonable costs incurred in recovering overdue amounts, including debt collection fees, legal fees, court costs, administrative expenses, and tracing costs where permitted by law.
5. Intellectual Property
5.1 Ownership: Upon full payment of all invoices relating to the Project, ownership of bespoke Deliverables created specifically for the Client shall transfer to the Client. We retain ownership of pre-existing code, frameworks, libraries, templates, methodologies, development tools, proprietary systems, and reusable components. The Client receives a perpetual, non-exclusive licence to use such elements only as incorporated within the Deliverables.
5.2 Portfolio Rights: We reserve the right to display completed projects, designs, screenshots, branding, and related materials within our portfolio, case studies, marketing materials, social media channels, and promotional content.
6. Client Content and Indemnity
6.1 Client Content: The Client is solely responsible for the accuracy, legality, ownership, and suitability of all Client Content supplied to us. The Client warrants that all supplied content complies with applicable laws, does not infringe intellectual property rights, and does not contain defamatory, unlawful, misleading, or offensive material.
6.2 Indemnity: The Client agrees to indemnify and hold harmless St Neots Digital against any claims, liabilities, damages, losses, costs, expenses, legal fees, or proceedings arising from Client Content or any breach of these warranties.
7. Confidentiality
Each party agrees to keep confidential all non-public information obtained from the other party and to use such information solely for the purposes of performing or receiving the Services. This obligation shall not apply to information which is publicly available, lawfully obtained from a third party, already known to the receiving party, or required to be disclosed by law. This clause shall survive termination of the agreement.
8. Third-Party Services
Websites and digital services frequently rely on third-party providers including hosting providers, domain registrars, payment processors, software vendors, cloud infrastructure, APIs, plugins, Microsoft, Google, analytics, and search engines.
We shall not be responsible for outages, interruptions, pricing changes, policy changes, discontinued services, security incidents, or functionality issues arising from third-party providers. Any increased costs imposed by third-party providers may be passed on to the Client with reasonable notice.
9. Recurring Services and Minimum Contract Terms
9.1 Recurring Services: Recurring Services are provided on an ongoing monthly or annual basis and are subject to the payment of recurring fees.
9.2 Monthly Services: Unless otherwise agreed in writing, monthly services operate on a rolling monthly basis and may be cancelled by either party upon 30 days' written notice. Fees already invoiced or paid remain non-refundable.
9.3 Microsoft 365 and Annual Licences: Where the Client orders Microsoft 365 licences, email hosting, or any service procured under an annual commitment, the Client agrees to a minimum term of 12 months. Fees remain payable for the full contractual term; cancellation during the minimum term shall not remove the obligation to pay remaining charges.
9.4 Renewals: Recurring Services shall automatically renew unless cancelled in writing before the renewal date.
9.5 Suspension for Non-Payment: We reserve the right to suspend hosting, email services, Microsoft 365 licences, maintenance plans, support services, or other Recurring Services where invoices remain unpaid.
9.6 Service Migration: Where the Client requests migration away from our services, reasonable migration assistance may be provided and charged at our prevailing rates.
10. Hosting, Domains and Email Services
10.1 Hosting Services: Hosting services are provided on a best-efforts basis. Whilst we take reasonable measures to maximise uptime and reliability, uninterrupted service cannot be guaranteed.
10.2 Domain Names: Domain names remain subject to the policies and requirements of the relevant registrar. The Client is responsible for ensuring domain renewal fees are paid where applicable.
10.3 Domain Ownership and Transfers: Unless otherwise agreed in writing, domain names purchased on behalf of the Client shall remain the property of the Client once fully paid for. We reserve the right to withhold domain transfers where invoices remain outstanding.
10.4 Email Services: Email services rely upon third-party providers and internet infrastructure. We do not guarantee uninterrupted email delivery, receipt, spam filtering accuracy, or availability.
11. Client Access and Administrative Rights
Where we provide hosting, website management, Microsoft 365 administration, security management, maintenance, or related managed services, we require appropriate administrative access to perform the Services.
We shall not be responsible for any issues, outages, security incidents, loss of functionality, loss of data, or additional costs resulting from removal of our administrative access, changes made by the Client or third parties, unauthorised access granted by the Client, or modifications made without our knowledge or approval. Any remedial work required as a result of such actions may be chargeable.
12. Acceptable Use
The Client shall not use any Service provided by St Neots Digital to distribute malware, conduct unlawful activity, send unsolicited bulk email or spam, host illegal content, infringe intellectual property rights, or engage in fraudulent, deceptive, or harmful activity. We reserve the right to suspend services immediately where we reasonably believe such activity is taking place.
13. SEO and Performance Disclaimer
13.1 No Guarantees: We provide technical SEO, performance optimisation, infrastructure improvements, and related consultancy. We do not guarantee search engine rankings, traffic levels, enquiries, sales, conversions, or business growth.
13.2 Search Engines: We are not responsible for indexing decisions, penalties, algorithm changes, ranking fluctuations, or search engine behaviour.
14. Client Obligations and Project Delays
14.1 Timely Input: The Client agrees to provide requested content, approvals, access credentials, feedback, and information within 7 days of request unless otherwise agreed.
14.2 Deemed Acceptance: If the Client does not provide written notice of rejection or revision requests within 7 days of final delivery, the Deliverables shall be deemed accepted.
14.3 Project Suspension: If the Client fails to provide required information for more than 30 days, the Project may be suspended.
14.4 Project Abandonment: If a Project remains inactive for more than 90 days due to Client delay, the Project may be deemed abandoned and terminated. All fees paid shall remain non-refundable.
15. Launch Approval
Written approval to launch a website, approval of final Deliverables, or active use of the Deliverables following launch shall constitute acceptance of the Project and completion of the Services.
16. Warranties
16.1 Warranty Period: We provide a 30-day warranty period from launch for functional defects directly attributable to our work and within the agreed scope.
16.2 Exclusions: The warranty does not cover third-party software updates, plugin conflicts, hosting issues, browser updates, search engine changes, user error, unauthorised modifications, or external integrations.
16.3 Maintenance Services: Unless expressly stated in a separate agreement, maintenance services do not include new features, redesign work, content updates, marketing campaigns, SEO campaigns, or development outside routine maintenance activities.
17. Compatibility
Websites shall be developed to function with major modern desktop and mobile browsers available at the time of delivery. We do not guarantee compatibility with obsolete browsers, unsupported operating systems, future browser releases, or third-party software changes.
18. Security and Backups
18.1 Post-Handover Responsibility: Unless covered by an active maintenance agreement, responsibility for website security, updates, backups, malware protection, and monitoring transfers to the Client upon handover.
18.2 Backups and Data: The Client remains responsible for maintaining backups of website content and data unless backup services are expressly included within a support agreement. We shall not be liable for data loss, corruption, restoration costs, or business interruption resulting from data loss.
19. Cyber Security Disclaimer
Whilst we implement reasonable security measures, no website, email system, network, cloud service, or online platform can be guaranteed to be completely secure.
We shall not be liable for losses arising from phishing attacks, credential theft, social engineering, malware infections, ransomware incidents, unauthorised account access, email spoofing, or business email compromise. The Client remains responsible for maintaining secure passwords, multi-factor authentication, user access controls, and appropriate internal security procedures.
20. Artificial Intelligence Tools
We may utilise artificial intelligence and machine learning tools during the provision of Services. Whilst reasonable care is taken to review outputs, the Client remains responsible for reviewing and approving all content, imagery, code, recommendations, and Deliverables before publication or implementation.
21. Data Protection
For the purposes of applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, the Client acts as the Data Controller and St Neots Digital acts as the Data Processor where applicable. We shall process personal data only in accordance with the Client's instructions and applicable law.
22. Support, Service Levels and Business Continuity
Any response times quoted by us are targets only and do not constitute guaranteed service levels unless expressly agreed in a separate Service Level Agreement.
We maintain reasonable business continuity procedures; however, recovery times following major incidents, infrastructure failures, cyber incidents, or third-party outages are provided on a best-efforts basis. Support, maintenance, and care plans are subject to fair and reasonable use. We reserve the right to charge additional fees where support requests fall outside the agreed scope, require substantial development work, are excessive in frequency or complexity, or involve third-party systems beyond our control.
23. Insurance
We maintain such business insurance as we consider appropriate for the Services provided.
24. Limitation of Liability
Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded.
Subject to the above, our aggregate liability shall not exceed the greater of the fees paid by the Client during the preceding 12 months or the total fees paid for the specific Project or service giving rise to the claim.
We shall not be liable for indirect loss, consequential loss, loss of profits, revenue, business opportunity, goodwill, savings, or data. Any claim arising from the Services must be brought within 12 months of the event giving rise to the claim.
25. Force Majeure
Neither party shall be liable for any delay or failure to perform obligations caused by events beyond their reasonable control including natural disasters, war, terrorism, industrial disputes, internet outages, cloud infrastructure failures, utility failures, or governmental actions.
26. Termination
Either party may terminate this agreement by providing 14 days' written notice. We may terminate immediately if invoices remain unpaid, the Client materially breaches these Terms, or the Client engages in unlawful, abusive, threatening, or fraudulent conduct.
Upon termination, all completed work remains payable, all outstanding invoices become immediately due, annual licence commitments remain payable for their full contractual term, and access to services may be suspended or withdrawn until payment is received.
27. Entire Agreement
These Terms, together with any Statement of Work, quotation, proposal, invoice, or written agreement, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, representations, and understandings.
28. Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.