General Clauses

Definitions

• "Company" refers to MGT Web Solutions Ltd, a UK-registered limited company (Company No. 16135046). “We”, “us”, and “our” also refer to MGT Web Solutions Ltd.

• "Client" refers to the person, company, or entity purchasing or using any of our Services. “You” and “your” also refer to the Client.

• "Services" refers collectively to all digital services offered by the Company, including

  • (1) Website Development,

  • (2) Platform & Content Management,

  • (3) Custom Applications, and

  • (4) Business Documents & Templates, as described in these Terms. Each of these is also referred to as a “Service” or “Services” in its category.

• "Contract" or "Agreement" refers to a binding agreement between the Company and the Client for the provision of one or more Services. A Contract typically consists of these General Terms and any specific proposal, quotation, or statement of work agreed in writing (including by email or electronic acceptance) for a particular Service.

• "Deliverables" means the materials, work product, or results to be delivered to the Client as part of a Service (for example, a completed website, software application, document template, or platform access).

Note: These definitions apply throughout these Terms. Other capitalized terms may be defined elsewhere in this document. Headings are for convenience and do not affect interpretation.

1. Scope of Agreement.

These General Terms and Conditions (“Terms”) apply to all Contracts between the Company and the Client for any Services. By requesting or accepting a quotation, signing a proposal, or using our Services, you agree to these Terms. Any other terms (including any you may propose or send) are excluded unless we have expressly agreed to them in writing. If there is a conflict between these General Terms and any specific written agreement or quotation for a Service, the specific terms of the quotation or agreement will take precedence for that Service.

2. Quotations and Formation of Contract.

Any quotation or proposal we provide for a Service is valid for 30 days (unless otherwise stated) and is an invitation to treat, not a binding offer. A Contract for a Service is formed only when you formally accept our quotation/proposal in writing (which can include email confirmation or electronic signature), or when you instruct us to proceed and/or pay any required deposit – whichever occurs first. Once formed, the Contract will include these Terms and any additional terms in the accepted quotation/proposal. Changes or additions to the scope after the Contract is formed must be agreed in writing (see Clause 6 below on changes).

3. Independent Services; Separate Contracts.

The Company offers multiple Services (Website Development, Platform & Content Management, Custom Applications, Business Documents & Templates), each as a standalone product. Unless otherwise agreed, each Service you engage us for will be treated as a separate Contract with its own scope of work and payment terms as per the relevant quotation. Engaging us for one Service does not obligate either party to enter into another Service. Likewise, any issue or termination related to one Service will not automatically affect the Contracts for other Services, provided you fulfill your obligations for each Service separately.

4. Fees and Payment Terms.

All fees for each Service will be detailed in the quotation or invoice for that Service. Unless otherwise specified in writing: for project-based Services (such as Website Development or Custom Applications), a deposit of the quoted fee is due upfront before work begins, and the remaining balance is due upon completion of the Deliverables (and before final delivery or launch). For any Service provided on a recurring or subscription basis (such as certain Platform & Content Management plans), fees will be due at the interval (e.g. monthly or annually) stated in the quotation, with the first payment due before initial access or commencement of the Service. All invoices are due for payment within 14 calendar days of the invoice date, unless a different due date is stated on the invoice. Payments shall be made in the currency and to the account specified by us, and are exclusive of VAT or any similar taxes, which will be added where applicable. The Client is responsible for any bank charges or payment processing fees (unless otherwise agreed).

5. Deposit and Commencement.

If a deposit or upfront payment is required, it must be paid in full before we commence work or grant access to a Service. The deposit is generally non-refundable once we have begun work or allocated resources to your project. If a deposit is not paid as required, we reserve the right to delay or refuse the start of Services. For clarity, we are under no obligation to begin work until the agreed deposit or initial payment is received.

6. Changes to Scope or Requirements.

Any changes to the agreed project scope or requirements for a Service must be communicated to us as soon as possible. Minor adjustments (that do not significantly affect the time or resources required) will typically be accommodated at our discretion. However, material changes or additions (for example, new features for a website or application, additional pages, significant design alterations, or extra deliverables not included in the original specification) will likely require a written change order or new quotation. We will inform you if a requested change will incur additional fees or extend the timeline. No such change will be implemented until both parties agree in writing on the new scope, fees, and/or timeline impact. If you choose not to proceed with the additional work, the original scope will be completed as per the initial Contract.

7. Client Responsibilities.

You, as the Client, agree to cooperate fully and promptly with the Company in the performance of the Services. This includes, but is not limited to:

1. Providing Information and Materials: You must supply all content, data, images, logos, passwords/access credentials, and any other materials or information required for the project or service in a timely manner. You are responsible for ensuring that all such materials are accurate, complete, and provided in the format we request (if a format is specified).

2. Approvals and Feedback: You must review any drafts, designs, or deliverables we provide and give consolidated feedback or approval within a reasonable time (we generally expect feedback within 5-7 working days, unless otherwise agreed). Timely feedback is crucial to keep the project on schedule. Delays in providing required information or approvals may result in project timeline extensions.

3. Authority and Permissions: You confirm that you have the right and authority to provide any materials or access that you give to us (for example, access to your existing website or third-party platforms, or use of images or text you supply). It is your responsibility to obtain any necessary third-party permissions, licenses, or consents for materials you provide or ask us to use.

4. Lawful Use and Compliance: You represent that all information, content, and instructions you provide are lawful and do not infringe any intellectual property, privacy, data protection, or other rights of third parties. You must use our Services only for lawful purposes and in compliance with all applicable laws and regulations. For example, you will not request us to include any content in a website or document that is libelous, obscene, or violates the law, and you will not use a managed Platform account to post content that violates the terms of social media or e-commerce sites.

5. Software and Hardware Requirements: Where a Service (such as a custom application or platform tool) requires you to have certain software, hardware, or third-party services, you are responsible for procuring and maintaining those requirements (unless otherwise agreed as part of our Service). We will inform you of any such prerequisites in the quotation or during the project.

6. Backup of Data: For any content or data you supply to us or upload to our Platform, you should maintain your own backup copies. While we take care with client data (and may perform backups for our own systems), we cannot guarantee against loss or corruption of data on our systems (see also Clause 16 on Data Protection and Clause 18 on Liability).

If you fail to meet the above responsibilities or otherwise hinder the project, we will not be responsible for any delays or failure to deliver resulting from such failure. In such cases, we may adjust timelines accordingly, and if the delay is significant, we may charge for additional time or re-allocation of resources. Please note Clause 9 regarding project delays and abandonment.

8. Project Delays and Abandonment.

We understand that sometimes projects are delayed. However, if you become unresponsive or fail to provide required content, feedback, or instructions for an extended period, the project may be considered abandoned. In such case, we will make attempts to contact you (via email and/or phone) if we haven’t heard from you. If we receive no meaningful response or instruction from you for a continuous period of 30 days or more, we reserve the right to put the project on hold or terminate the Contract for that Service. If termination due to client unresponsiveness occurs, any deposit or payments already made are non-refundable and will be retained as compensation for the time and resources allocated. (If you anticipate a need to pause the project, please inform us and we will discuss a mutually agreeable solution or formal suspension of work to avoid triggering an abandonment.) Reactivating a stalled project after a long delay may require a new schedule and potentially incur a re-engagement fee or updated quote, especially if our costs have increased or the original requirements are outdated.

9. Standard of Service and Timing.

The Company will perform the Services with reasonable care and skill, in accordance with industry standards. We will make commercially reasonable efforts to meet any agreed timelines or delivery dates. However, unless explicitly agreed in writing that time is of the essence, any timelines are estimates. Factors outside our control or delays caused by the Client (e.g. waiting on content or feedback, or scope changes) may impact delivery dates. A delay in meeting a target date will not constitute a breach of contract so long as we have used reasonable efforts and kept you informed. If a delay is caused by circumstances outside of our control, Clause 18.5 (Force Majeure) will apply.

10. Intellectual Property (IP) and Ownership.

Intellectual property rights in the Deliverables will be handled as follows:

1. Pre-existing IP: Each party retains ownership of any intellectual property it owned prior to the Contract or developed outside the scope of the Services. For example, any of your logos or content you provide remain yours, and any of our proprietary tools, libraries, or frameworks remain ours.

2. Ownership Transfer upon Full Payment: For project-based Services (such as completed websites or custom-built software), we retain ownership of the Deliverables (including all code, designs, documents, or other work product) until you have paid all fees due for that Service. Once full payment is received, ownership of the Deliverables will be transferred to you as per the Service-specific terms (see the specific sections below for details, as the extent of transfer may vary by Service). In general, upon full payment, you will own the specific final materials created for you – with the exception of any Company pre-existing materials or third-party components as noted below.

3. Company Tools and Reusable Components: The Company may use certain reusable or general-purpose components, modules, code libraries, or templates while providing Services. Unless explicitly assigned to the Client, the Company retains all rights to its generic development tools, know-how, and any components not uniquely developed for the Client. We may use and re-use any such components or knowledge in our business for other clients, provided that doing so does not disclose or reuse any of your confidential information or bespoke design/content.

4. Third-Party Materials: If the Deliverables include or depend on any third-party software, open-source components, fonts, images, or other materials, ownership of those elements remains with the respective third-party or under the applicable open-source license. Where applicable, we will secure for you the appropriate license or usage rights (e.g. a license to use a stock photo, or an open-source license to use software code) and inform you of any important terms or attributions required. You agree to abide by any such third-party license terms.

5. License to the Client: Prior to full payment (and in any case for Platform & Content Management or templates where full ownership may not transfer), we grant you a limited, revocable license to use any Deliverables or materials we produce solely for the purpose of reviewing them or using them internally in anticipation of the completed project. This pre-payment license does not include the right to publish, launch, or otherwise use the Deliverables commercially or publicly. If you use any deliverable (such as making a website live, or using a draft document) before full payment without our consent, we reserve the right to consider that a breach of contract. Upon full payment, any applicable ownership transfer or perpetual usage rights are granted as per these Terms.

6. Portfolio Use and Credit (Website and Application projects): Unless you expressly prohibit it in writing, the Company reserves the right to include a discreet credit (such as a small text link or our company name/logo) on websites or applications we develop for you, typically in the footer or credits section. This credit will be unobtrusive and intended to reference us as the developer. We also reserve the right to display or mention your completed project (e.g. screenshots or a link to your live site/application) in our portfolio, marketing materials, or case studies, as an example of our work. If such reference is sensitive (for example, if the project is under NDA or white-labeled), you must inform us in advance and we will accommodate reasonable confidentiality requests.

11. Confidentiality.

Both parties may receive or have access to confidential information of the other during a project or Service delivery. Confidential Information means any non-public or proprietary information, whether written, electronic, or oral, that is either marked as confidential or that should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure. For example, your business plans, customer data, or technical specifications, and our software code or pricing strategies, could be confidential. Each party agrees to use the other’s Confidential Information only for the purposes of fulfilling the Contract and not to disclose it to any third party without the disclosing party’s consent. Each party will take reasonable measures to prevent unauthorized disclosure of the other’s Confidential Information, at least as protective as the measures it uses for its own similar information. This confidentiality obligation does not apply to information that is or becomes publicly available without breach of this Contract, is already lawfully in the receiving party’s possession without obligation of confidentiality, is independently developed by the receiving party without reference to the Confidential Information, or is required to be disclosed by law or court order (in which case the party required to disclose will, if legally allowed, give notice to the other to enable seeking a protective order). The obligations of confidentiality continue for a period of 2 years after the end of the Contract, or indefinitely for trade secrets and personal data.

12. Data Protection and Privacy.

We take data protection seriously and comply with applicable data protection laws in the UK and, where relevant, the EU/EFTA. In performing the Services, both parties agree to the following:

1. Compliance with UK GDPR: The Company complies with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 when processing personal data. We will handle any personal data you provide or that is collected on your behalf in the course of providing Services lawfully and securely. We will not use such data for any purpose other than to fulfill our obligations to you or as instructed by you, and as described in our Privacy Policy (available on our website).

2. EU/EFTA Clients and Data Subjects: If you or your end-users are located in the EU or EFTA, or if the Services involve personal data subject to the EU GDPR, we will also ensure compliance with the EU GDPR to the extent it applies. This may include, if necessary, implementing additional safeguards for cross-border data transfers (such as standard contractual clauses) or complying with EU GDPR obligations as a data processor.

3. Data Controller/Processor Roles: In most cases, for data you provide to us (e.g. a mailing list to be used in a platform, or customer information to integrate into a custom application), you are the Data Controller and we act as a Data Processor, processing that data only on your instructions. We will not retain, disclose, or otherwise process that personal data beyond what is needed to provide the Services, except as required by law or allowed in the Contract. If the nature of our engagement requires a formal Data Processing Agreement (DPA) under UK/EU law, both parties will work together in good faith to put an appropriate DPA in place.

4. Client’s Obligations (Data): You are responsible for ensuring that you have all necessary rights and consents to give us any personal data that we may process in performing Services. For example, if you ask us to import your customers’ contact information into a content management platform, you should have the legal right to use and share that data. You must also comply with applicable data protection laws regarding personal data you collect or use via any Deliverables we provide (e.g., a website with contact forms must have a privacy notice, etc.).

5. Security: We will implement appropriate technical and organizational measures to protect personal data and Confidential Information against unauthorized access, loss, or destruction. However, you acknowledge that no method of transmission or storage is completely secure, and thus we cannot guarantee absolute security. In the event of a data breach involving your personal data, we will notify you without undue delay once we become aware, and cooperate with you in any required notifications or remedial measures.

6. Privacy Policy: Any personal data collected by the Company about you as a client (for example, contact details for contract management) will be handled in accordance with our Privacy Policy. This policy also outlines how we handle data on our website or platform. It is your responsibility to ensure you have provided any necessary privacy notices to individuals whose data you ask us to process on your behalf.

By using our Services, you agree to our collection and use of personal data as needed to provide the Services, in accordance with these Terms and our Privacy Policy. If you are based outside the UK, you explicitly agree that we may process and store data in the UK (and/or the EU, if our subcontractors or hosting providers are located there), and you will inform any relevant data subjects of this as required by law.

13. Warranties by the Client.

You represent and warrant that:

• (i) you have the legal right and authority to enter into this Agreement and to use the Services as a business customer;

• (ii) all information you provide to us (including personal data and project instructions) is truthful and accurate;

• (iii) any material you supply to us, or require us to use or incorporate, will not infringe any copyright, trademark, or other rights of any third party, and will not contain anything unlawful (such as defamation, obscene content, or malware); and

• (iv) you will use any Deliverables or our Platform in accordance with these Terms and for lawful purposes only.

You agree to indemnify and hold us harmless as set out in Clause 19 if any of these representations is breached.

14. Warranty by the Company; Disclaimers.

The Company warrants that it will provide the Services with reasonable care and skill and in accordance with any specifications or requirements agreed in writing. However, to the fullest extent permitted by law, we exclude all other warranties, conditions, or representations, express or implied, regarding the Services and Deliverables. In particular, we do not warrant that any website, software, or platform we provide will be completely error-free or uninterrupted, that it will meet all of the Client’s objectives or expectations (except as specifically agreed in the scope), or that it will result in any particular business outcome (for example, we do not guarantee improved search engine rankings, increased sales, or other financial/business results). Any timeframe or cost estimates provided are based on assumptions and information available at the time and are not guaranteed deadlines or fixed prices unless clearly stated as such. If during the course of a project we identify something that was not apparent or included at the outset (e.g., technical complexities, third-party limitations, or additional requirements), we will inform you and, if necessary, adjust the project plan and fees by mutual agreement (see Clause 6 on changes).

15. Acceptance of Deliverables.

(Specific acceptance criteria and procedures may be outlined in the Service-specific sections below, especially for Websites and Custom Applications. In general, however:) When we inform you that a deliverable or project milestone is complete, you must promptly review it. If you believe it does not conform to the agreed specifications or there are defects, you must notify us in writing within a reasonable time, preferably within 14 days of delivery (or within any specific acceptance period stated for that Service). We will address any valid issues or non-conformity as part of our obligations. If you do not respond with any material feedback or objections within the acceptance period, or if you start using the deliverable in your live environment or business, the deliverable will be deemed accepted. Minor issues that do not substantially affect the core functionality or purpose of the deliverable shall not be grounds for rejection, but we will endeavor to fix such minor bugs as part of our warranty (Clause 17) or a support arrangement. Your acceptance (deemed or expressed) of deliverables will signify that we have fulfilled the main obligations for that milestone or Service, subject to any post-delivery support or warranty explicitly provided.

16. Liability Limitation.

To the maximum extent permitted by English law, the Company’s liability to the Client under or in connection with any Contract or Service is limited as follows:

1. Types of Loss Not Covered: We will not be liable for any indirect, consequential, or special losses or damages. This includes, without limitation, any loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill or reputation, or loss of data suffered by the Client or any third party, even if we were advised of the possibility of such losses. We also will not be liable for any losses arising from the Client’s inability to use the Deliverables or Services as intended, if that inability is due to factors beyond our control (for example, issues with the Client’s hardware, internet connectivity, or third-party services).

2. Cap on Liability: In any event, the total aggregate liability of the Company to the Client for all claims arising from or in connection with a particular Service (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total amount of fees actually paid by the Client for that specific Service under the Contract. If multiple Services are being performed, each Service’s liability shall be considered separately and limited to the fees paid for that Service.

3. No Liability Without Payment: We shall have no liability for any failure or delay in delivering Deliverables or Services if you have not paid any due deposit or fees as required – for example, if a project is delayed because you did not pay the upfront deposit or subsequent milestone payment, we are not liable for any consequences of that delay.

4. Client’s Tools/Systems: We are not liable for any damage or losses caused by the interaction of our Deliverables with the Client’s or third-party systems, or by following Client’s instructions, except to the extent we negligently caused damage by not following generally accepted professional standards. (For instance, if we deploy a website on your server and it inadvertently affects another application on that server, we are not liable unless it was due to our negligence. Likewise, if you give us files or code to incorporate and they have issues, we are not liable for those issues.)

5. Force Majeure: The Company shall not be liable for any failure or delay in performing its obligations if that failure or delay is due to causes beyond its reasonable control. This includes, but is not limited to, natural disasters, fire, flood, epidemics or pandemics, acts of government or regulatory authority, war, terrorism, civil disturbances, strikes or labor disputes, power or utility failures, interruptions in communications or internet service, or failures of third-party platforms or providers. In such an event, we will inform you as soon as practicable and make reasonable efforts to mitigate the impact and resume performance. The time for our performance will be extended by a period equivalent to the duration of the force majeure event. If a force majeure event continues for an extended period (e.g., more than 60 days), either party may have the right to terminate the affected Service Contract by written notice, without liability, provided that any work already done or costs incurred up to that point are paid for.

6. Exceptions: Nothing in these Terms shall limit or exclude the Company’s liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law. Additionally, if you are a consumer (an individual acting outside business), certain statutory rights may apply that cannot be excluded; however, these Services are intended for business clients, and by accepting these Terms you confirm you are contracting for business purposes.

The limitations of liability in this clause are a fundamental part of the bargain between you and us and are reflected in the fees charged. You acknowledge that we cannot realistically control how you use the Deliverables or Services or predict the indirect consequences of our work in your business, and that limiting our liability is reasonable and customary in our industry.

17. Remedies and Warranty Period.

Our goal is to deliver high-quality work, and we will strive to correct any errors or deficiencies in our Deliverables. For Websites and Custom Applications, we provide a warranty period of 30 days from the date of final delivery or launch (or from the date of acceptance, if an acceptance procedure is defined), during which we will fix, at no additional cost, any bugs, defects, or non-conformities from the agreed specifications that are reported to us in writing. This warranty covers issues that are a result of our work and not issues caused by external factors or subsequent changes. For example, if a feature we built is not functioning as specified, we will correct it; however, if an issue is caused by your misuse, changes made by you or a third party after delivery, or by updates/changes in third-party platforms or libraries beyond our control, those are outside the scope of our free warranty. After the 30-day warranty (or for issues not covered by it), we may still assist with troubleshooting or modifications, but such work may be billed at our standard rates or would require a support agreement. For the Platform & Content Management Service, we will use reasonable efforts to promptly fix or work around any software errors on our platform that you report (there is no fixed "warranty period" since it is an ongoing service, but we stand behind the functionality of our platform as long as you are a subscriber). For Business Document Templates, because they are provided “as-is” for you to customize, we do not offer a post-delivery warranty in the same sense; however, if you discover a formatting error or an obvious mistake in the template text, you may contact us promptly and we will correct such an error in the template if one exists. The above remedies (fixing or replacing defective work) are your exclusive remedy for breach of any implied warranty or defect in our Services, to the extent permissible under law.

18. Termination and Cancellation.

1. Termination for Cause (Breach): Either party may terminate a Contract for a specific Service with immediate effect by giving written notice to the other party if the other party commits a material breach of its obligations under that Contract and (if the breach is capable of remedy) fails to remedy that breach within 14 days after receiving written notice requiring it to do so. For example, if you fail to pay an overdue invoice within 14 days of a formal demand, or if we fail to resolve a serious quality issue within 14 days of your notice, the non-breaching party can terminate. In case of the Client’s material breach (such as non-payment, illegal use of our platform, or misuse of Deliverables in violation of these Terms), the Company may suspend work or access to Services immediately while the breach is being addressed, and if not remedied, may terminate as above.

2. Termination for Convenience (Ongoing Services): For ongoing or subscription Services (like Platform & Content Management), either party may terminate the Service for convenience by providing advance written notice as specified in the service-specific section or quotation (if not specified, 30 days’ notice before the next billing cycle is recommended). Termination for convenience will not entitle the Client to any refund of fees already paid for the current billing period, but we will not charge further after the notice period ends. Project-based Services (like Website Development or Custom Applications) are not ordinarily subject to mid-project termination for convenience by the Client, except by mutual agreement, due to their custom nature (see 18.3 below regarding client cancellation).

3. Client Cancellation of Project (No Fault): If you wish to cancel a project-based Service without cause (i.e., not due to any fault by us) before it is completed, you may request to do so in writing. In such case, we may agree to end the Contract, but you will forfeit your deposit and be responsible for payment of any portion of work already completed (if the work completed exceeds the value of the deposit). We will quantify any additional amount due based on the percentage of work done or milestones achieved up to cancellation. If work completed is less than the deposit value, we will not refund the difference – the deposit covers our initial allocation and opportunity cost. No Deliverables beyond what was already in a deliverable state at cancellation will be provided, and we reserve the right to reuse any partially completed work since ownership would remain with us.

4. Effect of Termination: Upon termination of a Service Contract for any reason, the Client shall immediately pay any outstanding fees for work already performed or costs incurred up to the termination date. The Company will deliver to the Client any completed Deliverables for which the Client has paid, subject to any rights of the Company to retain such Deliverables until full payment is received (i.e., we may exercise a lien by withholding deliverables until paid, consistent with Clause 10.2). Any licenses granted to the Client to use intellectual property of the Company or to access the Platform will cease upon termination (except to the extent that ownership has transferred or a perpetual license was granted for deliverables after full payment). The Client shall cease use of any non-paid deliverables or Company IP and shall return or destroy any Company Confidential Information upon request.

5. Refunds: Except where expressly stated in these Terms or required by law, once a Service is delivered or a project is underway, payments made are not refundable. In particular, fees for delivered Business Document Templates are non-refundable (see Section 22), and deposits on project Services are non-refundable once work has started (see Clause 5 and 18.3). If the Company terminates the Contract without cause (for example, if we are unable to complete the project for our own reasons unrelated to any breach by you), you will be entitled to a refund of any fees paid for work not delivered, and we will cooperate to hand over any work product developed up to that point (in “as-is” condition, without further warranty). That refund will be your sole remedy for our inability to perform for convenience.

6. Surviving Terms: Any clauses which by their nature should survive termination of the Contract will survive, including (by way of example) confidentiality obligations, disclaimers of liability, governing law and jurisdiction, intellectual property rights (to the extent applicable after termination), and any accrued rights to payment or remedies for breach.

19. Indemnification.

You (the Client) agree to indemnify, defend and hold harmless the Company and its directors, officers, employees, and agents from and against any and all third-party claims, liabilities, losses, damages, or expenses (including reasonable legal fees) that arise out of or relate to:

• (i) any materials, content, or data provided by you (including claims that such content infringes a third party’s intellectual property or privacy rights, or is defamatory or harmful);

• (ii) your use of the Deliverables or Services in violation of these Terms or any applicable law (including use of the Platform to post content that violates a third-party platform’s terms or laws, or misuse of document templates resulting in legal claims);

• (iii) any breach by you of these Terms or of any representation or warranty you have made herein.

We will:

1. promptly notify you of any such claim (provided that a delay in notice does not relieve your indemnification obligations except to the extent you are prejudiced by the delay);

2. permit you to control the defense and settlement of such claim, provided that you shall not settle any claim in a manner that admits fault or liability on behalf of the Company or imposes any obligation on the Company without our prior written consent; and

3. cooperate with you (at your expense) in the defense. This indemnity shall survive completion of Services or termination of the Contract.

20. Governing Law and Jurisdiction.

These Terms and any Contracts between the Company and the Client shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. All Services, regardless of the Client’s location (including Clients in the EU or EFTA), are provided under and subject to English law. The parties agree that 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 or any specific Contract or Service (including non-contractual disputes or claims). The Client expressly agrees to submit to the jurisdiction of the English courts for such purposes. If you are based outside of England, you acknowledge that this choice of jurisdiction is fair and appropriate given the Company’s location, and you waive any objections to the inconvenience of forum. Notwithstanding the foregoing, the Company reserves the right to seek interim injunctive relief or debt recovery in any jurisdiction if necessary to protect its intellectual property or recover unpaid fees.

21. Miscellaneous Provisions.

1.  Entire Agreement: These Terms, together with any specific terms in a quotation or project proposal provided by the Company and accepted by the Client, constitute the entire agreement between the parties with respect to the subject matter. They supersede and replace all prior or contemporaneous understandings, agreements, negotiations, or communications, whether written or oral, regarding that subject matter. Each party acknowledges that, in entering into a Contract, it has not relied on any statement, representation, assurance, or warranty not expressly set out in the Contract (including these Terms). Nothing in this clause limits or excludes any liability for fraud.

2. No Waiver: If either party fails to enforce any provision of these Terms or delays in enforcing it, this will not be construed as a waiver of its rights and will not affect the validity of these Terms or that party’s right to enforce any provision at a later time. A waiver of any term shall only be effective if expressly given in writing and signed by the waiving party, and then only to the extent expressly stated.

3. Severability: If any provision of these Terms (or portion of a provision) is found by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted or modified to the minimum extent necessary to make it valid and enforceable. The validity and enforceability of the other provisions of these Terms shall not be affected. If a provision is deemed deleted or modified, the parties shall negotiate in good faith to amend this agreement to give effect to the intent behind the original provision, within the limits of the law.

4. Assignment: The Client may not assign, transfer, or subcontract any of its rights or obligations under a Contract or these Terms without the prior written consent of the Company (such consent not to be unreasonably withheld). The Company may assign or transfer its rights and obligations to a successor in interest (for example, a purchaser of the business or a group company) by giving notice to the Client, provided that the assignment will not reduce any guarantees or increase any fees for the Client’s current contracts. The Company may also engage subcontractors or consultants to carry out work on its behalf, but the Company remains responsible for the performance of the Contract to the Client.

5. No Third-Party Rights: A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 (or any similar legislation in another jurisdiction) to enforce any term of the Contract or these Terms. This does not affect any right or remedy of a third party that exists or is available apart from that Act.

6. Notices: Formal notices under this Contract should be sent in writing to the addresses of the parties (or primary email contacts) as specified in the quotation or as later designated. Notices will be deemed received: if sent by recorded post, two business days after posting (to a UK address) or five business days (to an address outside the UK); if by email, on the day of transmission if sent before 5:00 PM UK time on a business day, or on the next business day otherwise, provided no bounce or error message is received. Parties should keep their contact information up to date and acknowledge that day-to-day communications may be conducted via email.

The following sections (Websites, Platform & Content Management, Custom Applications, and Business Documents & Templates) contain additional terms specific to each Service offering. These Service-specific terms apply in addition to the General Clauses above. In case of any direct conflict between the General Clauses and the service-specific clauses, the service-specific clause will prevail for that Service.

Website Development

(This section applies when the Client contracts the Company to design and/or develop a website, whether a one-page site or a multi-page site, tailored to the Client’s needs.)

22. Scope of Website Development Service.

The Company will design and develop a website for the Client as described in the agreed quotation or project proposal. This may include graphic design, layout, front-end and back-end development, and content integration as specified. The exact scope (number of pages, features, functionality, etc.) will be as per the written specification or requirements document agreed with the Client. Any functionality or work not expressly included in the scope will be considered an extra service (and subject to additional charges if requested, as outlined in Clause 6 on changes). We will adhere to any branding guidelines, aesthetic preferences, and functional requirements provided by the Client, to the extent feasible and agreed. The Client acknowledges that design is often subjective; we commit to working closely with you, including providing draft designs or prototypes for review, and we may offer a reasonable number of revision rounds to refine the design within the project scope. Major deviations or entirely new design directions requested after initial approval of a design concept may be treated as a change of scope.

23. Client Content and Materials for Website.

The Client is responsible for providing all final text, images, logos, and other content to be included on the website, unless the Contract explicitly includes content creation services (such as copywriting, stock image sourcing, or graphic design beyond the site’s framework). All Client-provided content should be delivered in the format requested and should be the Client’s own material or material the Client has rights to use. We do not verify the legal rights of content you provide; by providing content to us, you represent that you have the right to use it on the website. If the Client does not provide content by the deadlines reasonably required by the Company, the Company may

• (i) use placeholder content or generic imagery to complete design drafts, and/or

• (ii) extend the timeline for completion.

Significant delays in providing content can impact the launch date and potentially incur additional charges for project management overhead. If content is not provided, we are not responsible for any incomplete portions of the website.

Content Quality and Changes: We will input or format the content you provide into the website in a professional manner. Minor edits or tweaks to content for fit and finish (such as trimming text for a layout or correcting obvious typos) may be made at our discretion, but we will not substantively rewrite or create new content unless that is part of the agreed scope. If during or after development you wish to change a substantial portion of content (e.g., replace all the text after it was already integrated), this may be outside the scope and subject to additional charges.

24. Website Design Approval and Revisions.

We typically follow a process that includes your feedback. For example, we may first present a homepage or design mock-up for approval before proceeding to build the full site.

Design Revisions: We offer a reasonable number of revision rounds on the initial design concept (the exact number of rounds or hours included may be specified in the proposal). “Revision” means adjustments to the presented design; it does not mean a completely new alternate design. We will work with you until you are satisfied or until the included revision rounds are exhausted. If you request further design changes beyond what was agreed or after a design has been formally accepted, we will inform you if those changes will incur extra cost.

Approval: Once a design draft (such as the homepage layout) is approved by you, further changes to the overall design style may be considered additional work. We will then proceed to build out the rest of the site consistent with the approved design. Near project completion, we will provide you an opportunity to review the finished website (typically on a staging server or by screenshots). At that stage, minor tweaks or corrections (e.g., fixing a typo, adjusting an image) will be made as needed to ensure the site meets the agreed requirements. Any substantial change requests at the end (for example, adding new pages or redesigning sections) will be handled via a change request (additional fees may apply).

25. Website Hosting and Domain Name.

• (a) Domain Name: Unless otherwise agreed, the Client is responsible for registering and maintaining their own domain name for the website. We can, at the Client’s request, assist in registering a domain on the Client’s behalf, but the domain will be registered in the Client’s name where possible. All fees related to domain registration and renewal are the Client’s responsibility. If we register a domain for you under our account, you remain the beneficial owner and we will facilitate the transfer or update of the domain to you or your designated registrar upon request (provided that any outstanding project fees are paid).

• (b) Hosting: The website will need to be hosted on a web server to be publicly accessible. Our Website Development Service does not automatically include ongoing hosting service unless explicitly stated. We may offer hosting as a separate service or recommend third-party hosting providers. If the Client chooses to host with the Company (when offered), the terms of that hosting (such as storage limits, uptime, support, and annual fees) will be provided in a separate hosting agreement or addendum. If the Client uses a third-party hosting provider, the Client must provide us with the necessary access (FTP/SFTP, control panel, database credentials, etc.) to deploy the website. We will not be responsible for the quality or reliability of third-party hosting services.

• (c) Deployment: We will assist with deploying the completed website to the live domain/hosting environment as part of the development service. If deployment requires specific coordination (for example, working with the Client’s internal IT or scheduling a go-live time), the Client should inform us and cooperate to facilitate the process. Once the site is live on the Client’s hosting, maintenance of the hosting environment (like server updates, security patches, renewing the hosting service) is the Client’s responsibility unless the Client has separately contracted us for website maintenance or hosting.

• (d) Hosting-related Liability: If the site is hosted on the Client’s chosen server, the Company is not liable for any hosting downtime, server-side issues, or data loss on that server. If the site is hosted by the Company, we will take reasonable measures to ensure uptime and security, but our liability for hosting issues is limited as per Clause 16 and any specific hosting terms. Additionally, search engine performance or SEO is beyond our direct control; as noted, we do not guarantee any particular search ranking, and any changes in hosting or site updates could temporarily affect search indexing (though we strive to minimize any negative impact).

26. Testing and Launch of Website.

The Company will perform standard testing of the website in the latest versions of major web browsers (e.g., Chrome, Firefox, Safari, Edge) and on common screen sizes to ensure that the site displays and functions as intended. Unless otherwise agreed, support for old or uncommon browsers (for example, very old versions of Internet Explorer) is not included. We also test responsive websites on mobile viewports. 

Launch/Go-Live: Once you have approved the final website (or upon your instruction to launch), and after final payment is received (if not already paid), we will proceed to make the website live on the internet. The exact steps will depend on hosting: if hosted with us or if we have credentials, we will upload the site and configure it; if you handle hosting, we will provide the files and/or assist as agreed. We will also advise on any DNS changes (pointing the domain to the new site) if necessary. The Client should be aware that propagation of DNS changes may take some hours to complete.

Post-Launch Support: We will monitor the site for a short period after launch (usually a few days) to ensure everything is functioning as in the test environment. Any bugs or errors that are discovered post-launch which are directly related to our development will be fixed promptly, in line with the warranty in Clause 17 (within the 30-day period). The Client is encouraged to thoroughly test all features of the live site and report any issues immediately.

27. Maintenance and Updates (Websites).

Unless explicitly included, ongoing maintenance, content updates, or technical support for the website after launch are not part of the Website Development Service and would require a separate agreement (e.g., a maintenance contract or ad-hoc support billed hourly). After the warranty period, any requests for changes or bug fixes will be handled at our standard rates or as per a maintenance plan if you have one with us. 

Content Management: If the site includes a content management system (CMS) (e.g., WordPress, custom CMS, etc.), we will provide basic training or documentation on how to use it, if included in the scope. It is the Client’s responsibility to use the CMS carefully and keep any CMS software or plugins updated if the Client manages the site. We can be engaged to perform updates or upgrades to the site’s software as a paid service.

Third-Party Changes: The Company is not responsible for issues caused by third-party updates (for example, if a browser update or a change in a third-party API causes something on the site to break after launch). However, we can be hired to address such issues.

28. Website Warranty and Limitations.

We warrant that the website (and any software or code we custom-develop for it) will function in accordance with the agreed specifications at the time of launch. If any functionality fails or any bugs are found within the 30-day warranty period post-launch, we will fix them at no cost (as per Clause 17). This warranty does not cover new requirements or changes requested after launch, nor does it cover problems caused by unauthorized alterations, misuse, or external factors. The Client is responsible for promptly updating any third-party components (like CMS plugins or scripts) after launch—if not maintained, they can become outdated and insecure; we recommend a maintenance plan for such updates.

Security: We will implement standard web security practices (such as input validation, using secure connections where applicable, etc.), but we do not guarantee that the site will be immune to all cyber-attacks or hacking. The Client should adopt good security practices (strong passwords, enabling two-factor authentication on hosting where available, keeping software up to date, etc.). The Company is not liable for losses due to security breaches, especially if they result from factors beyond our implementation (like weak credentials or vulnerabilities in third-party systems). If a security issue is discovered that is directly attributable to our code, we will address it if within the warranty scope; otherwise, we can assist at our standard rates. Finally, as noted in the General Clauses, the Company is not responsible for the business success of the website; while we aim to deliver a high-quality site, the Client is solely responsible for using it to its full potential (marketing it, adding content, etc.), and we make no guarantee of business results.

Platform & Content Management

(This section applies when the Client subscribes to or uses the Company’s Platform & Content Management Service, which may include access to a centralized management tool or software platform provided by the Company for managing website content, social media, product listings, and/or other digital content from one interface.)

29. Access to the Platform; License.

If you have subscribed to our Platform & Content Management Service (“Platform Service”), the Company will provide you with access credentials (e.g., a username and password, or an account setup link) for our proprietary web-based platform (“Platform”). Subject to your compliance with these Terms and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the term of your subscription, solely for your own internal business purposes. This license allows the number of authorized users or accounts as specified in your plan or quote (if user limits apply) and is limited to the features and modules included in your subscription level. You may not sub-license, sell, rent, or commercially exploit the Platform to third parties, nor permit any unauthorized person to access the Platform using your account. All rights not expressly granted to you are reserved by the Company. The software, code, infrastructure, and all intellectual property in the Platform remain the property of the Company (and/or its suppliers). You obtain no ownership of the Platform itself; your rights are limited to using the tool as a service.

30. Onboarding and Integration.

The scope of the Platform Service (as per your plan or agreement) might include initial onboarding assistance by the Company, such as helping connect your social media accounts, e-commerce stores, or websites to the Platform, and configuring initial settings. We will provide instructions and reasonable support to get you started. It is your responsibility to provide any necessary API keys, login credentials, or permissions for the accounts you wish to manage through the Platform (e.g., Facebook, Instagram, Twitter, Amazon, etc.). We will use such credentials only for the purpose of integrating those third-party accounts with our Platform and managing content as directed by you. You must ensure you have the authority to allow us and our Platform to access and post content to those accounts on your behalf. If a third-party service requires you to accept developer or integration terms (like generating an access token), you agree to comply with those requirements.

31. Acceptable Use of the Platform.

You agree to use the Platform in accordance with all applicable laws and the following acceptable use policies:

1. No Illegal or Harmful Content: You will not use the Platform to create, store, or disseminate any content that is unlawful, infringing, defamatory, obscene, pornographic, harassing, or otherwise objectionable. This includes content that violates intellectual property rights, privacy rights, or any other rights of others. You are solely responsible for all content distributed or managed via your Platform account. We do not actively monitor content, but we reserve the right to remove or disable access to any content that we reasonably suspect violates this clause or any law, and to suspend the Platform Service if such content is not removed upon request.

2. Compliance with Third-Party Terms: The Platform may interface with third-party platforms (such as social media networks or marketplaces). You must abide by the terms of service of each third-party platform you use through our Platform. For example, if you use our Platform to post to Twitter or Facebook, you must obey their content and usage policies (no spam, no prohibited content, etc.). If a third-party platform restricts or blocks your account due to content or usage, that is outside of our control and is your responsibility. We are not liable for any account suspensions or deletions by third-party services due to content you posted or actions you took, whether through our Platform or otherwise.

3. No Malicious Activity: You will not introduce viruses, malware, or any harmful code into the Platform or use the Platform in a manner that could damage, disable, or impair our services or infrastructure. You also agree not to attempt to circumvent any security or access controls of the Platform, and not to perform or attempt any form of reverse engineering, decompilation, or extraction of the Platform’s source code or underlying ideas (except to the extent allowed by law for interoperability, and then only after giving us notice and an opportunity to provide necessary information).

4. User Credentials: You must keep your Platform login credentials confidential. You are responsible for all actions taken under your account, whether by you or your authorized users. If you suspect unauthorized access or a security breach (e.g., a stolen password), you must notify us immediately so we can assist in securing the account. We encourage the use of strong passwords and, if available, two-factor authentication. The Company is not liable for any loss or damage arising from unauthorized use of your credentials if the breach was not due to our negligence.

5. Fair Usage: You shall not use the Platform in a way that imposes an unreasonable or disproportionately large load on our infrastructure (for example, automating extremely high volumes of requests beyond typical business use, or using the platform for purposes outside the intended content management functions). If we detect usage that we deem abusive or outside normal operation, we will discuss it with you; in extreme cases, we may temporarily throttle or suspend access to ensure platform stability.

32. Service Level and Availability.

The Company will use reasonable efforts to ensure that the Platform is available for use and operates reliably. However, the Client acknowledges that the Platform may experience occasional downtime or performance issues, especially if reliant on third-party systems.

Planned Maintenance: We may need to take the Platform offline for scheduled maintenance or upgrades. Where feasible, we will perform maintenance during off-peak hours and provide advance notice (e.g., via email or an in-app notification) for any significant downtime.

Unplanned Outages: In the event of an unplanned service interruption (due to technical issues, server failures, etc.), we will endeavor to restore service as soon as practical. The Platform Service is provided on an “as available” basis and we do not guarantee 24/7 uptime or any specific availability percentage, unless expressly stated in a separate Service Level Agreement (SLA) for an enterprise plan.

Data Backups: We perform regular backups of the Platform’s database and content to mitigate data loss. However, we cannot guarantee that no data will ever be lost. You are responsible for keeping copies of critical content that you publish or manage via the Platform. For example, if you write a long post in the Platform, it’s good practice to save a local copy. In the event of data loss, our liability is limited as per Clause 16; we will work to restore any lost data from backups if possible, but cannot guarantee recovery of every piece of content if an unforeseen failure occurs.

33. Third-Party Services and Changes.

The Platform’s value is in centralizing management of content across various channels, which may include third-party services (social networks, e-commerce marketplaces, etc.).

Integration Dependencies: You understand that the Platform’s ability to interface with third-party services is subject to those services’ availability and technical provisions (APIs). If any third-party service alters its API, permissions, pricing, or functionality, this may impact the Platform’s functionality. The Company is not responsible for any reduction or loss of functionality of the Platform due to changes by third-party providers (for example, if a social media network restricts the actions third-party apps can perform, or if it experiences an outage). We will attempt to adapt the Platform to changes in third-party APIs when possible and practical.

Credentials and Permissions: You also acknowledge that continued use of some integrations might require you to reauthorize our Platform’s access to your third-party accounts periodically (some tokens expire, or permissions may be revoked). We will inform you if reauthorization is needed.

No Endorsement: The Platform’s integration with any third-party service does not imply any endorsement or warranty by the Company of that service. We cannot control, and hereby disclaim liability for, the acts or omissions of any third-party platforms, including their handling of content or data. If you have issues or disputes with a third-party service (like content removal or account issues), you must resolve those with that provider directly.

34. Support and Training (Platform).

The Company will provide basic support for the Platform Service. This typically includes email support (and/or a support ticket system) during our normal business hours (which will be communicated to you, aligned with UK business hours unless otherwise stated) to assist with issues such as login problems, bugs encountered, or questions about how to use features. We aim to respond to support queries within 1-2 business days (often sooner). Higher-tier plans may include faster response times or dedicated account management as per your agreement. Initial training on platform use may be provided via documentation, video tutorials, or a one-time live demo/call as appropriate. Ongoing training or additional in-depth consulting can be provided as a separate service if needed. You agree to utilize the provided support channels for help and to provide promptly any information we need to troubleshoot problems (e.g. screenshots, error messages). While we strive to help with any issues, support is not a substitute for proper usage; we may direct you to guides or resources if the query is addressed there.

35. Fees and Payment (Platform Service).

The Platform & Content Management Service is typically provided on a subscription basis. The fees, billing frequency (e.g., monthly, quarterly, annually), and any minimum commitment period will be set out in your plan details or quotation. Unless otherwise agreed:

• (a) Subscription fees are billed in advance of the service period.

• (b) If you exceed any usage limits of your plan (such as number of users, number of accounts connected, or volume of posts if limits apply), additional fees may be charged as per the plan’s terms or we may require you to upgrade to a higher plan. We will notify you in such cases and discuss options.

• (c) We reserve the right to suspend or disable Platform access if subscription payments are more than 14 days overdue, until the account is brought current. Repeated failure to pay on time can result in termination of the Platform Service under Clause 18.1 (material breach).

• (d) Fees may be subject to change if you change your plan or at the end of a commitment period. We will not raise subscription fees during a pre-paid period, but for renewals we reserve the right to adjust pricing by providing you notice at least 30 days in advance. If you do not agree to a price increase, you may cancel the service as of the end of your current term.

36. Termination of Platform Service.

You may terminate the Platform & Content Management Service at the end of your current subscription term by giving us prior written notice in accordance with Clause 18.2 (or as specified in your service agreement). If not terminated, subscriptions may renew automatically for successive terms (monthly or annually, etc.), and you will be responsible for those fees. Upon termination or expiration of the Platform Service:

• (i) we will deactivate your access to the Platform;

• (ii) you should ensure you have exported or saved any content or data you need from the Platform beforehand (we can provide standard export options for data that the Platform stores, if applicable, such as CSV export of content schedules, etc., upon request made before termination or within a short time after);

• (iii) after a grace period of typically 30 days, we may delete your account data from our active systems (except any archival copies kept for legal/regulatory purposes, which remain protected under our privacy and security policies). If your termination is due to our breach (per Clause 18.1) and you have pre-paid for a period that you will not use, we will refund the unused portion of the fee on a pro-rata basis. If termination is due to your breach, or you terminate before the end of a committed term (without cause), no refund will be given for the remaining period.

37. Limitation of Liability (Platform).

In addition to the general liability limitations in Clause 16, the following specific provisions apply to the Platform Service: We do not guarantee that the Platform will be error-free or uninterrupted. While we aim to provide a useful tool, you acknowledge that content management inherently carries risks, such as accidental deletion or incorrect posting of content. The Client is responsible for reviewing the content scheduled or published via the Platform. We shall not be liable for any content errors or unintended postings (for example, if you accidentally post confidential information publicly via the Platform or choose the wrong account to post to, that is outside our control). The Platform may provide suggestions or analytics (for example, best time to post, or aggregated comments), but these are for convenience and we do not guarantee accuracy or outcomes from them. Any decisions you make based on Platform data are your responsibility. If the Platform fails to perform in a critical way (e.g., a scheduled post did not go out), we will attempt to remedy the issue or advise on a manual workaround, but we will not be liable for any business loss (such as lost engagement or sales) resulting from such failure. Overall, the Platform is a tool to assist you, but it is not a substitute for your own management and oversight of your content and accounts. Our maximum liability for any issue arising from the Platform Service shall be limited as stated in Clause 16.2 – typically to the amount of subscription fees paid by you for the Platform Service in the 12 months preceding the claim.

Custom Applications

(This section applies when the Client hires the Company to design and develop a custom software application or system, which could be a web application, mobile application, or other software tailored for the Client’s business operations.)

38. Scope of Custom Application Development.

The Company will develop a custom application for the Client as per the specifications, requirements, and features outlined in the agreed quotation or a separate requirements document (which may be called a Statement of Work or Specification Document). The scope will detail the purpose of the software, major functionalities, platform (e.g., web-based, iOS/Android, desktop), and any specific technologies or third-party integrations. Both parties shall use reasonable efforts to ensure that the specifications are clear and complete before development begins.

Changes to Scope: Given the complexity of software projects, the Client acknowledges that any changes or additions to the requirements after the project starts (beyond minor tweaks) will likely impact the timeline and cost. Clause 6 (change requests) applies fully; any change must be documented and approved in writing with any fee or deadline adjustments agreed. The Company will not be obligated to implement out-of-scope features unless and until an agreement on such changes is reached.

Methodology: The development approach (e.g., agile iterations vs. waterfall delivery) will be mutually agreed or will follow what is described in the proposal. If the project is to be delivered in phases or milestones, these will be defined (e.g., Alpha version, Beta testing, final release). The Company will maintain regular communication with the Client, providing progress updates and seeking clarifications as needed.

39. Client Involvement and Responsibilities (Custom Development).

Successful software development is a collaborative process. The Client agrees to fulfill responsibilities including, but not limited to:

1. Providing Requirements and Feedback: You will designate a primary contact or project owner who can make decisions and provide timely feedback. At the start, you will communicate all essential requirements, use cases, and constraints for the application. During development, especially if iterative deliveries are planned, you will review interim releases or prototypes and give consolidated feedback or approval within the agreed timeframes (or promptly if no specific timeframe is set). Delays in feedback or indecision on requirements can delay the project; we will adjust timelines if such delays occur.

2. Access to Systems and Data: If the application needs to interface with your existing systems (e.g., databases, APIs, or hardware devices), you must provide the necessary access, test environments, credentials, or technical information for those systems. If there are security or privacy concerns, both parties will work out a secure method of integration (possibly including NDAs or specific data handling terms). You are responsible for any licenses or permissions needed for us to use third-party systems or data in development (e.g., credentials for an API, test data that is anonymized or dummy data if real personal data can’t be used).

3. Testing and Staging Environment: In some cases, the Client might need to provide or assist in setting up a suitable environment for testing the application (for example, a server similar to production, or devices for testing if it’s a hardware-related software). If the Company is responsible for providing a testing environment, it will do so in a way that simulates key aspects of the target environment. The Client should inform the Company of any special deployment environment requirements early (e.g., must run on a particular OS or behind a firewall) to ensure compatibility.

4. Third-Party Costs: If the project requires purchasing third-party components (such as specific software libraries, APIs that charge fees, or cloud services for deployment), the responsibility for those costs should be spelled out in the quotation. Generally, license fees or usage fees for third-party services (e.g., a paid API or cloud hosting costs) are the Client’s responsibility unless explicitly included in our fee. We will not commit you to ongoing third-party charges without discussing it, but you must pay for any such necessary components if you want that functionality.

5. Review and Acceptance: When we deliver the software (or key milestones), you will conduct any acceptance tests or review promptly (see Clause 41 on acceptance testing). If the software is intended to be used by end-users (your staff or customers), your team should also perform user acceptance tests (UAT) to ensure it meets your needs. We encourage a collaborative testing process to catch issues early.

6. Confidential Business Logic: If the application involves unique business logic or proprietary processes of the Client, you will need to explain those to us and possibly provide reference materials or algorithms. We will treat any such information as Confidential Information under Clause 11.

40. Development Timelines and Delays (Custom Applications).

The Company will provide an estimated timeline or schedule for the development project, possibly broken into phases or milestones. The timeline assumes timely input from the Client and no significant changes. While we will strive to meet deadlines, software development can encounter unforeseen technical challenges. If we anticipate falling behind schedule, we will promptly notify you, explain the cause, and propose a revised schedule.

Client Delays: As with other projects, if Client action or inaction causes delay (e.g., late feedback, changes, waiting on required info or resources), we may extend the delivery dates accordingly and will not be liable for such delays (per Clause 9 and 16).

Agile Process: If using an agile approach, intermediate deliverables (like sprints or prototypes) may be provided; the overall timeline may be more flexible, but the Client should ensure availability for frequent feedback sessions.

Critical Deadlines: If you have a hard deadline (for example, a software demo for an event), this must be clearly communicated and agreed in writing as a fixed deadline. In such cases, we may need to prioritize features or adjust scope to meet the date. If a fixed deadline is missed due solely to our fault (and not due to client delays or changes or external events), any remedies or penalty must be agreed in advance (they are not automatic), but typically our liability would be limited as per Clause 16.

41. Testing, Acceptance and Go-Live (Custom Applications).

1. Testing by Company: The Company will conduct internal testing of the application to ensure it meets the specifications and is free of critical bugs. This may include unit testing, integration testing, and system testing on our side. We will fix any issues we discover before delivering to you for acceptance testing.

2. Client Acceptance Testing: Upon completion of development (or completion of a milestone), we will deliver the application to you in a test or staging environment for your review and acceptance testing. You are responsible for performing thorough testing of the delivered software against the agreed requirements. If you have specific test cases or scenarios, you should use those. Any defects or discrepancies from the agreed specifications should be reported to us in writing (preferably in a consolidated list or using any bug tracking system we agree on). We will then address these issues. Minor issues that do not affect core functionality will be fixed, but should not unduly delay acceptance if the main requirements are met.

3. Acceptance Criteria: The software will be considered accepted upon the earlier of:

• (i) you providing a written acceptance or go-live instruction; or

• (ii) a defined acceptance period (for example, 14 days from delivery for acceptance testing) passes without you providing a list of significant defects; or

• (iii) the software is put into live use or production by you. If you do provide a defect list within the acceptance period, then acceptance will occur when those listed material defects are corrected and the corrected software delivered to you for verification. After acceptance, any further changes are considered maintenance or new scope.

4. Deployment/Go-Live: We will assist in deploying the final accepted application to the production environment as agreed. This could mean publishing a mobile app to app stores, deploying a web application to a live server, or delivering the final code and installation instructions to your IT team. We will clarify what deliverables constitute project completion (for example, for a web app, typically deployment on your server; for source code delivery if contracted, we will provide the code repository or files). If publication to an app store is part of scope, you must have developer accounts (e.g., Apple App Store, Google Play) and comply with their submission requirements; we can handle the technical submission but you may need to provide assets or information for listing.

5. Dependencies for Launch: If the application depends on third-party approvals or infrastructure (like app store review, or client’s server readiness), any delays in those are not the Company’s fault. We will do our part to prepare for a smooth launch.

42. Intellectual Property for Custom Software.

Unless otherwise agreed in writing (such as a separate licensing arrangement), the following default IP terms apply for custom development:

1. Ownership Transfer: Upon full payment of all amounts due for the custom application development, the Company assigns to the Client all rights, title, and interest in the specific custom-developed software code and related deliverables produced for the Client under the Contract, except for any elements described in sub-parts (b) or (c) below. This means the Client will own the source code and other deliverables specifically created for them, and may use, modify, or distribute them as they see fit for their business purposes. We will, at your request and cost, execute any additional documents reasonably necessary to perfect or record this transfer of rights to you.

2. Company’s Pre-existing Materials: The Company retains ownership of any of its pre-existing development tools, libraries, frameworks, or generic components incorporated into the custom application. In such cases, the Client is granted a non-exclusive, perpetual, royalty-free license to use those pre-existing components as part of the delivered application. This license allows you to run and use the entire application, but you would not, for example, separate out our general components to use elsewhere or claim them as your own. If removal of such components is necessary (for example, if you want all code to be original to you), that must be discussed at the proposal stage, as it can affect cost.

3. Open Source and Third-Party Components: As noted in Clause 10.4, if open-source software or third-party proprietary components are used in the application, those components are subject to their own licenses. We will provide you with a list of any open-source libraries or third-party software included, along with their licenses if required by those licenses (and we will comply with any attribution requirements). Your use of the application is subject to complying with those open-source licenses (which often allow free use but may require that source is disclosed if you distribute the software, etc., depending on license type). If a third-party commercial component (e.g., a paid UI framework, a mapping API) is used as per project needs, you may need to obtain your own license for it unless our agreement explicitly covers it. We will either include the cost of such licenses in the quote or inform you to purchase them. In summary, you will own the custom parts of the application, but components from others remain under their licenses.

4. Moral Rights and Credits: The Company waives any “moral rights” in the custom code to the extent allowed by law, meaning we will not assert rights to be identified as the author or to object to modifications. However, the Company may reuse general know-how and non-confidential techniques as stated in Clause 10.3. We may also include a discreet credit within the software or its documentation (e.g., “Developed by MGT Web Solutions”) unless the project is white-label or you request no credit.

5. Delivery of Source Code: By default, upon project completion and full payment, we will deliver the source code for the custom application to you (for example, via a repository transfer or a zip file). If the project is such that source code remains on our servers (like a web app we host for you), we will still make the source available to you if requested, but note that running it independently might require specific environment setup. We recommend maintaining a copy of the final source code in your possession for safekeeping. If any escrow arrangement is needed (for long-term protection, e.g., if we host an app and you want the code in escrow in case we go out of business), that can be discussed separately.

43. Warranty and Support (Custom Applications).

The Company provides a warranty period (default 30 days from acceptance, unless otherwise agreed) as described in Clause 17, during which we will correct any defects or bugs in the custom application that do not meet the agreed specifications, at no additional charge. This warranty covers normal use of the application in the intended environment. It does not cover issues caused by: misuse, modifications made by anyone other than the Company, use of the application in an environment or manner not contemplated in the specs, or integration of the application with other systems not included in the scope. After the warranty period, any further development, enhancements, or maintenance will be subject to a separate support or maintenance contract, or billed at our standard rates if done ad hoc. We encourage Clients to consider a maintenance agreement for important software to handle updates (for security patches, dependency updates, etc.) over time.

No Implied Warranties: Aside from the express warranty above, we disclaim any implied warranties (to the extent permissible by law) that the software will be merchantable or fit for a particular purpose. The software will be suitable for the purposes defined in the requirements, but the Client should test to ensure it meets their business needs. The Company does not guarantee that the software will operate without any error or downtime in all circumstances, or that it will be compatible with every future environment or third-party change. However, at delivery, it will meet the agreed requirements and work on the platforms specified (e.g., certain browser versions, OS, etc.).

Support after Delivery: If issues arise after the warranty due to external changes (for instance, an API that the software uses changes format, or an OS update causes a compatibility problem), the Company can be engaged to update the software for additional fees. We are not responsible for such external changes, but we aim to build with best practices to reduce such occurrences.

44. Liability for Custom Applications.

In addition to the general limitations in Clause 16, the Client acknowledges specific risks with custom software: the Client or its users are responsible for how they use the application. The Company is not liable for any business losses or damages arising from use of the application or inability to use it, except as caused by a breach of contract or negligence on our part and within the limits of Clause 16. For example, if the software fails and causes downtime or data loss, our liability is limited to fixing the issue (if within warranty or if paid for support) and the capped damages as per Clause 16.2. We strongly recommend the Client to keep backups of any critical data processed by the application (especially if the app is not hosted by us) and to have contingency plans. The Company will not be liable for any loss of revenue, profits, or goodwill due to any defects or delays in the software. Furthermore, if the software is intended for a certain regulatory environment (e.g., processing personal data, financial transactions), the ultimate compliance and usage is the Client’s responsibility. We will implement features as specified (for example, security measures, encryption, logging) but the Client should verify that the software meets any legal requirements for their industry. The Company’s liability for any failure of the software is limited to the amount paid for the development, as per Clause 16.

Business Documents & Templates

(This section applies when the Client purchases or receives Business Documents & Templates from the Company, which are standardized or customisable template documents intended to be legally compliant for UK use, such as contracts, policies, forms, or other business documents.)

45. Nature of Service – No Legal Advice.

The Business Documents & Templates Service involves the Company providing the Client with template documents or forms (the “Templates”) that are intended as general starting points for common business or legal documents. The Client acknowledges that the Company is not a law firm and does not provide legal advice. The Templates are created based on general UK legal principles and standard practices as of their creation or update date, but they are not tailored to any specific situation. By providing these Templates, we are not advising that a particular template is appropriate for your circumstances – that determination must be made by you, ideally in consultation with a qualified legal professional. Use of our Templates does not create a solicitor-client relationship or any attorney-client privilege between you and the Company. You should consider our Templates as informational tools or examples, not as definitive legal solutions.

46. Client’s Responsibility for Review and Suitability.

It is solely the Client’s responsibility to carefully review any Template provided and to determine its suitability for the Client’s intended use. This includes filling in any blanks, selecting from any bracketed options, and making any necessary modifications to fit the specific context in which the document will be used. We strongly recommend that you consult with a qualified solicitor or legal advisor to review and, if necessary, customize the Template before you use it in any legal or business capacity. Any guidance notes or comments we provide within or alongside a Template are for general informational purposes only and should not be relied upon as professional advice. The Client assumes all risk associated with using a Template without obtaining independent legal review.

Important: Laws and regulations can vary by industry and can change over time; you must ensure that the final document you create using a Template complies with current applicable law and is appropriate for your particular jurisdiction and circumstances.

If you are an EU/EFTA client or operating in those jurisdictions, note that our Templates are based on UK law and may not account for differences in EU/EFTA member state laws – you are responsible for adjusting or not using them as needed.

47. Disclaimer of Warranties (Templates).

The Templates are provided “as-is” and “as-available,” without any warranty of any kind. To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, regarding the Templates, including but not limited to any implied warranties of correctness, completeness, currentness, merchantability, or fitness for a particular purpose.

No Guarantee of Legal Compliance: While we endeavor to ensure our Templates are up-to-date at the time of drafting and cover common legal requirements, we do not guarantee that any Template is fully compliant with current laws, regulations, or best practices, nor that it will remain compliant in the future. The legal landscape (especially in areas like data protection, employment law, etc.) can change, and templates may become outdated. The Company does not undertake to update Templates for you once delivered, unless you separately purchase an updated version or an update service if offered.

No Outcome Guarantee: We make no representation that using a Template will achieve any specific outcome (for example, that it will prevent disputes or protect you from liability). The effectiveness of any legal document depends on how it’s used and the accuracy of its content relative to the situation. By using a Template, you acknowledge these limitations.

48. Limitation of Liability for Template Use.

In addition to the general limitations in Clause 16, the following applies specifically to Templates: The Client assumes all liability and risk arising from the use of any Template. The Company shall not be liable for any claims, losses, damages, costs, or expenses incurred by the Client or any third party arising out of the use or inability to use a Template. This includes, without limitation, any direct or indirect consequences such as financial losses, legal penalties, business interruptions, or damages from disputes or litigation. For example, if a Template is used as an employment contract and it is later found to be non-compliant with a specific regulation, the Company will not be responsible for any resulting legal action or penalties — those are the responsibility of the Client who chose to use the Template without appropriate modifications or legal counsel. The maximum liability of the Company for providing a Template (and any related materials or guidance) shall in any event be limited to the price paid for that Template, if any. Many Templates may be provided at low cost relative to custom legal drafting, reflecting this allocation of risk to the Client.

Client’s Indemnity: The Client agrees to indemnify and hold the Company harmless from any third-party claims or liabilities (including legal fees) that arise from the Client’s use of the Templates, except to the extent finally determined to have resulted from the Company’s gross negligence or intentional misconduct (which, given the nature of the service, would typically not apply, as we are not advising on specific usage).

49. Template Customization and Usage.

The Client is free to modify the content of a Template to suit their needs. In fact, we expect you will need to input specific details (like names, dates, prices, etc.) and possibly add or remove provisions. However, you may not remove or obscure any disclaimers, footnotes, or proprietary notices included in the Template without our permission, except as part of finalizing the document for actual use (i.e., you can remove guidance notes before using the document in business, but you should heed their content). The Templates might contain highlighted sections or notes indicating where you must make a choice or insert information — it’s the Client’s duty to address these before using the document.

No Resale or Unauthorized Distribution: Purchase or receipt of a Template is for your personal or your organization’s internal use only. The Company retains ownership of the Template content (subject to the license granted below), and you are not authorized to redistribute, publish, or resell the Template or derivative works of the Template to any third parties, whether for free or for profit. This includes not posting the Template or a very similar derivative publicly on the internet (e.g., on blogs or forums) for others to use. If you are a consultant or advisor obtaining the Template on behalf of a third-party client, your license covers use for that one client’s purposes; to use the Template for multiple clients, you must purchase additional licenses or obtain permission.

License to Use: Upon full payment of any applicable fee for a Template (or provision of the Template if free), the Company grants you (the Client) a non-exclusive, perpetual license to use, adapt, and reproduce the Template for your own business or personal needs. You may create multiple documents from the Template for use within your business (e.g., you can use a contract template for each of your customers, or an employment agreement for each employee, etc.). This license is for you alone – you cannot transfer it or allow others outside your organization to use the Template. If your business is acquired or merges, the license may transfer to the successor entity for continued internal use of existing templates (but not for new distribution outside that entity).

No Attribution Required: You are not required to attribute the Template to the Company in the documents you actually use with third parties. Any “[Company Name]” watermark or reference (if any) can be removed in the final version you use. (We typically do not insert such references in templates aside from disclaimers and maybe a small footer note for internal tracking.)

50. Delivery and Refunds (Templates).

Templates will typically be delivered electronically, either by email, download link, or physical media if explicitly agreed. Delivery is usually prompt upon receipt of payment (or as per any schedule if part of a package of services). Due to the nature of digital products, once a Template has been delivered or downloaded, we cannot ensure it can be “returned.” Therefore, all sales of Templates are final and non-refundable, except in the case that we delivered the wrong item by mistake or a file is corrupt and we cannot provide a working replacement. If you have any issue with a delivered Template (for example, you believe it does not match the description of what you purchased), you must notify us within 7 days of delivery. We will review such concerns, and if we find an error (e.g., sending the wrong template file), we will correct it. But changes of mind or discovering that the Template is not needed or not suitable for you are not grounds for a refund, given that the content has already been disclosed to you. This no-refund policy does not affect any statutory rights you may have. If, despite this, any law provides you a right of cancellation (for instance, consumers have certain cancellation rights for digital content under UK consumer law, however by downloading/accessing the content you typically waive the right to cancel), we will adhere to those laws. In general, business customers are not entitled to consumer law protections, and we operate on that basis.

51. Updates and Currency of Templates.

The legal landscape can change (for example, new legislation or court rulings). The Templates provided are based on the law as of the date they were created or last updated (which may be indicated in the Template or accompanying info). The Company does not guarantee that a Template will be updated after purchase. We may periodically revise our templates for sale as laws change, but unless you have a subscription or update service, you will not automatically receive updated versions. It is your responsibility to monitor the relevant legal area for changes after you have purchased a Template. If significant time has passed between purchase and intended use, we recommend checking if an updated version is available or consulting a lawyer to ensure the document is still current. The Company may offer updated Templates or new versions for sale, but that is separate from the original sale. (For instance, if you bought a privacy policy template in 2024 and laws changed in 2025, you might need to purchase a 2025 version or pay for consulting to update your document accordingly.)

52. Applicable Law for Templates.

Our Templates are generally drafted under English law considerations. If you use them in Scotland or Northern Ireland, or any other jurisdiction (including within the EU/EFTA), you should adapt them as needed for local law. We make no representation that the Templates comply with or are enforceable under laws outside England and Wales. Clause 20 (Governing Law & Jurisdiction) governs our Terms and the sale of the Templates (meaning any disputes between you and the Company over the template product itself are under English law), but it does not mean the Template’s content is valid under that law in another context. You must ensure the final document complies with whatever law governs the relationship it is used for.

End note

By engaging MGT Web Solutions Ltd for any of the above Services, the Client confirms that they have read, understood, and agreed to these General Terms and Conditions. Each party warrants that the person agreeing to these terms on its behalf has the authority to do so. These Terms are intended to create a legally binding agreement between the Company and the Client under the defined governing law.

If you have any questions or concerns about these Terms, please contact us before proceeding with our Services. We are committed to clarity and fairness in our client relationships and would be happy to discuss or clarify any aspect of these Terms as needed.