Terms and Conditions
Poppy Design Studio & Marketing Ltd
Last updated: October 2026
Poppy Design Studio & Marketing Ltd
Company number: 14159267
VAT number: 414 6345 12
Registered in England and Wales
Hazelrigg House
33 Mare Fair
Northampton
NN1 1SR
Email: hello@poppydesignstudio.com
Telephone: 0800 321 3843
By accepting a quotation, paying the required deposit or instructing Poppy Design Studio & Marketing Ltd to commence work, the Client confirms that they have read, understood and agreed to these Terms & Conditions.
These Terms & Conditions, together with the accepted quotation and any agreed payment schedule, form the Agreement between the Company and the Client.
- Definitions
1.1
The following definitions apply throughout these Terms & Conditions:
Company, We, Us or Our: Poppy Design Studio & Marketing Ltd, trading as Poppy Design Studio.
Client or You: the person, business or organisation purchasing or instructing the Company to provide Services.
Parties: the Company and the Client together.
Project: the work agreed between the Company and the Client, which may include website design and development, graphic design, hosting, email services, domain registration and management, maintenance, printed materials or other services specified in the quotation.
Services: the services supplied by the Company under the Agreement.
1.2 Business Day
A Business Day means Monday to Friday, excluding bank holidays in England.
1.3 Business Clients
Unless expressly agreed otherwise, these Terms & Conditions are intended for Clients purchasing the Company’s Services wholly or mainly for the purposes of their trade, business, craft or profession.
Nothing in these Terms & Conditions excludes or restricts any statutory rights which cannot lawfully be excluded or restricted.
- Client Obligations
The Client agrees to:
2.1
Advise the Company in advance of any particularly confidential information being supplied by email, in writing or verbally and clearly identify that information as confidential where appropriate.
2.2
Make every reasonable effort to adhere to agreed deadlines.
2.3
Review the Company’s work, provide feedback and provide approvals or sign-off within a reasonable timescale.
2.4
Provide the Company with the information, text, images, files, access details and other materials reasonably required to complete the Project.
2.5
Provide text, images and other materials in an appropriate format where requested by the Company.
2.6
Pay all amounts owed to the Company by the due date stated on the relevant quotation or invoice or in accordance with an agreed payment schedule or payment plan.
2.7 Photographs and Images
Images or photographs supplied by the Client should be of sufficient quality and resolution for their intended use.
For website projects, images will normally need to be supplied digitally and, where appropriate, at a size suitable for modern screen display.
If scanning, significant image editing, retouching or other preparation is required, additional charges may apply. The Company will advise the Client before carrying out additional chargeable work.
2.8 Client-Supplied Materials
The Client warrants that any text, graphics, photographs, designs, trademarks, logos, artwork or other materials supplied to the Company are owned by the Client or that the Client has the necessary rights, licences or permissions to use them.
The Client shall be responsible for claims arising from materials supplied by the Client where the Company has used those materials in accordance with the Client’s instructions.
To the extent permitted by law, the Client shall indemnify the Company against reasonable losses, liabilities, costs and expenses arising from a third-party claim that Client-supplied materials infringe that third party’s intellectual property or other legal rights.
2.9
The Company may request reasonable evidence of ownership, licensing or permission where appropriate.
- Company Obligations
The Company will:
3.1
Use reasonable endeavours to adhere to deadlines agreed with the Client.
3.2
Carry out the Services with reasonable care and skill and in a professional and timely manner.
3.3 Revisions
Provide the number of revisions specified in the quotation.
Where the quotation does not specify a number, a maximum of two reasonable rounds of revisions will be included.
Additional revisions, changes outside the agreed scope or substantial changes to an approved design may be charged separately. Any additional chargeable work will be agreed with the Client before it is undertaken.
3.4 Website Updates
Where the Client has purchased an applicable maintenance or support service, the Company will use reasonable endeavours to complete routine requested website revisions or updates within the response times stated for that service.
Any stated response time is a target unless expressly described as a guaranteed service level.
3.5
Maintain appropriate skills and knowledge relevant to the Services provided.
3.6 Maintenance Packages
Where an introductory or complimentary maintenance period forms part of a website package, the Company may contact the Client before that period ends with details of available ongoing maintenance options.
3.7
Where the Client purchases a website maintenance package, the Company will provide the maintenance Services specified in that package or quotation.
These may include website backups, WordPress core updates, plugin and theme updates, spam management, database optimisation and other agreed maintenance Services.
The Company cannot guarantee that third-party software, plugins or themes will remain compatible, supported or available indefinitely. Where a third-party product becomes obsolete, unsupported or incompatible, additional work or replacement software may be required and may be charged separately with the Client’s agreement.
- Our Services
4.1 Website Design and WordPress
The Company uses WordPress as its primary Content Management System (CMS) for website development.
Unless otherwise agreed, website Projects will be developed using WordPress and appropriate third-party themes, plugins, software or integrations where required.
Where a Project requires a different or bespoke technical solution, this will be agreed with the Client.
Any fees for additional software, licences, integrations or specialist functionality will be stated in the quotation or agreed with the Client before chargeable work is undertaken.
4.2 Hosting
Where hosting is purchased from the Company, the Company will arrange and manage hosting for the Client’s website using its chosen hosting infrastructure or hosting provider.
The Company will use reasonable endeavours to provide a reliable hosting service but cannot guarantee that hosting, servers, websites, email or other online services will be continuously available or completely free from interruption.
Scheduled maintenance, security work, third-party failures, internet outages and circumstances beyond the Company’s reasonable control may occasionally affect availability.
Where backups are included within the Client’s hosting or maintenance service, the Company will take reasonable steps to maintain those backups.
The Client is encouraged to retain its own copies of important website content, data and emails where appropriate.
Any service level or uptime commitment expressly stated in a quotation or hosting package shall apply to that service.
4.3 Email Services
Where email services are purchased from or managed by the Company, the provisions within Clause 10.6 and any service specifications within the Client’s quotation or package will apply.
4.4 Domain Registration and Management
Where the Company registers or manages domain names on behalf of the Client, the provisions within Clauses 6.9 and 10.9 and the applicable registrar or registry terms will apply.
4.5 Graphic Design
Graphic design Services will be provided according to the scope, deliverables, revisions and formats specified within the quotation.
Printing, stock imagery, specialist fonts, licences, promotional products or other third-party costs are not included unless expressly stated.
- Acceptance
5.1
To accept a quotation, the Client must accept these Terms & Conditions and pay the required deposit specified in the quotation.
The deposit secures the Client’s Project within the Company’s work schedule.
By accepting the quotation, the Client also agrees to any payment schedule specified within it.
Failure to comply with the Client’s obligations, including failure to make payments when due, may result in suspension or termination of Services in accordance with these Terms & Conditions.
- Payments
6.1 Payment Plans
Payment plans may be offered for:
(a) website design; or
(b) website design combined with graphic design.
Unless otherwise agreed in writing, a payment plan will run for the period stated within the quotation or payment schedule and will not exceed 12 months.
The Client may pay the remaining payment-plan balance early without an additional charge.
Where graphic design Services are purchased without website design, the deposit specified in the quotation will be payable before work commences and the remaining balance will normally be payable on completion or handover.
Where graphic design forms part of a website payment plan, the payment arrangements will be those specified within the quotation or payment schedule.
6.2 Deposits
The deposit payable will be shown within the quotation or invoice.
Unless otherwise specified:
- The standard deposit for website design Projects and website payment-plan Projects is 40% of the Project price.
• The standard deposit for graphic-design-only Projects is 50% of the Project price.
Where logo design or another separately priced service is purchased, the quotation will specify the deposit applicable to that service.
6.3 Payment Terms
All payment schedules will be stated within the quotation or invoice. A copy can be requested from hello@poppydesignstudio.com.
The Client is responsible for making any necessary changes to standing orders or other payment arrangements following an agreed change to a contract or payment schedule.
Any payment or payment-plan instalment not received by the agreed due date will be considered overdue.
Where no payment plan has been agreed, a website will not normally be launched or handed over until all amounts due in relation to the Project have been paid in full.
Where a payment plan has been expressly agreed, the website may be launched before the full Project balance has been paid, provided all instalments and other amounts due at that time have been paid and the Client’s account is not in arrears.
The Company is not required to launch, hand over or continue providing Services relating to a website while the Client’s account is overdue.
6.4 Printing and Promotional Products
Where printing or promotional products are purchased, payment may be required in full before the order is placed or production begins.
The applicable payment requirements will be shown within the quotation or invoice.
6.5 WordPress Monthly Maintenance
Monthly website maintenance Services will be charged at the price and on the payment date specified within the quotation or invoice.
Unless a minimum contract period has been expressly agreed, monthly maintenance operates on a rolling monthly basis and may be cancelled in accordance with Clause 11.3.
6.6 Logo Design
Where logo design is purchased, the price and payment schedule will be specified within the quotation or invoice.
6.7 Failure to Make Payment
All invoices and payment-plan instalments must be paid by their stated or agreed due date.
Where an amount becomes overdue, the Company may issue reminders requesting payment.
If an amount remains overdue, the Company may give the Client written notice by email requiring the overdue account to be brought fully up to date.
If the overdue amount is not paid in full within 7 calendar days of that notice, the Company reserves the right to suspend Services supplied or managed by the Company.
This may include website hosting, website maintenance, website access, email or other Services.
Suspension due to non-payment does not cancel, reduce or otherwise affect any amount owed by the Client.
Where a website has been launched while the Client is paying the Project balance under an agreed payment plan, all instalments must continue to be paid on their agreed due dates.
Failure to maintain the agreed payment plan may result in suspension of the website and/or associated Services.
Once all overdue amounts have been received in cleared funds, the Company will reinstate suspended Services within a reasonable period where those Services remain available and the Agreement has not otherwise been terminated.
Subject to applicable law, the Company shall not be liable for loss of revenue, business interruption or other losses arising directly from the reasonable suspension of Services resulting from the Client’s failure to make payments when due.
Suspension does not prevent the Company from taking further action to recover monies owed.
Where applicable to a business-to-business transaction, the Company reserves its statutory rights relating to late commercial payments, including the right to claim statutory interest, fixed-sum compensation and reasonable recovery costs in accordance with applicable legislation.
6.8 Additional Charges
Third-party photography, stock imagery, specialist software, licences or other third-party items requested by the Client may be charged separately where they are not included within the quotation.
Additional fees may apply to design changes requested after an agreed design has been approved.
Additional functionality, features or design work outside the agreed scope will be quoted or agreed before chargeable work is undertaken.
6.9 Domains, Hosting, Email and Third-Party Renewals
Domain names, hosting Services, email Services, software licences and other third-party Services may be subject to annual or periodic renewal charges.
Renewal charges are separate from the original Project price unless expressly stated otherwise.
The Company will normally notify or invoice the Client before a renewal becomes due where the Company manages that service on the Client’s behalf.
Renewal invoices must be paid by the stated due date.
The Company is not required to renew a domain name, hosting service, software licence, email service or other third-party service where the applicable renewal invoice remains unpaid.
The Company shall not be responsible for expiry, suspension or loss of a service resulting from the Client’s failure to pay a renewal invoice by the required date.
Where reasonably practicable, domain names purchased specifically for a Client will be registered using or held for the benefit of that Client, subject to payment of all sums due to the Company and the applicable registrar’s terms.
Third-party providers may change their prices, products, licence terms or availability.
Where this occurs, any resulting additional cost will be notified to the Client before renewal wherever reasonably practicable.
- Intellectual Property and Project Rights
7.1
The Client retains ownership of text, photographs, logos, trademarks, graphics and other material supplied by the Client, subject to the Client having the necessary rights and permissions to use that material.
7.2
The Client grants the Company permission to use Client-supplied material for the purpose of carrying out the Project.
7.3
The Company retains ownership of its pre-existing intellectual property, working methods, systems, templates, development techniques, reusable code, know-how and other materials created independently of the Client’s Project.
7.4
Once all amounts due in relation to the Project have been paid in full, the Client is granted a perpetual licence to use the completed website and Project deliverables for their intended business purposes, subject to any third-party licence restrictions.
7.5
WordPress, themes, plugins, fonts, stock photography, software and other third-party materials remain subject to the intellectual property rights and licence terms of their respective owners.
7.6
Unless expressly agreed otherwise in writing, payment for a Project does not transfer ownership of third-party software, plugins, themes, fonts, stock images or other licensed materials to the Client.
7.7
No licence or right to use unpaid Project work arises until all amounts due in relation to that work have been paid in full.
7.8
The Company may retain copies of Project files and website files for backup, record-keeping and portfolio purposes but does not guarantee indefinite storage following completion or termination.
7.9
The Company reserves the right to place a small, unobtrusive design or development credit and link on a completed website unless otherwise agreed with the Client.
7.10
The Company may display completed work within its portfolio, website, social media, awards submissions, presentations, marketing materials and other promotional publications unless the Client requests otherwise in writing before publication.
7.11
Nothing within this Clause permits the Company to disclose information which has been expressly agreed to be confidential.
- Project Scope and Design Limitations
8.1
The number of revisions included within a Project will be specified within the quotation or these Terms & Conditions.
Where revisions, alterations or additional work materially exceed the agreed scope or included number of revisions, the Company may pause further work and provide a quotation for the additional work together with any revised Project timescale.
Where the Client chooses not to proceed with additional work and wishes to cancel the Project, cancellation will be dealt with in accordance with Clause 11.
8.2
The Company is not responsible for writing, researching or inputting copy unless this has been expressly included within the quotation or agreed scope of work.
8.3 Client Delays
Where a website or other Project has been substantially completed and is awaiting Client approval, content, feedback or launch instructions, and completion, handover or launch is unreasonably delayed by the Client, the Company reserves the right to charge a reasonable maintenance, hosting or storage fee for the additional period.
The Client will be informed of any such charge before it is incurred.
- WordPress Monthly Maintenance and Third-Party Software
9.1 WordPress, Plugin and Theme Updates
Where monthly maintenance has been purchased, the Services provided will be those specified within the Client’s maintenance package.
These may include website backups, WordPress core updates, theme and plugin updates, spam management and database optimisation.
9.2 Third-Party Plugins, Themes and Software
The Company uses WordPress and may use third-party themes, plugins, software and Services when developing or maintaining a Client’s website.
Third-party developers may update, discontinue, withdraw or alter their products at any time. These changes are outside the Company’s control.
A plugin, theme or other third-party product may become obsolete, unsupported or incompatible with WordPress or other components of the Client’s website.
Where replacement, redevelopment or additional work becomes necessary because a third-party product has become obsolete, unsupported or incompatible after the original Project has been completed, that work is not included within the original Project price unless expressly stated otherwise.
The Company will notify the Client where additional paid work is reasonably required before carrying out that work.
The Company shall not be responsible for faults caused solely by changes, withdrawal, security vulnerabilities or incompatibility within third-party software outside the Company’s reasonable control, provided the Company exercised reasonable care and skill when selecting and implementing that software.
- Liability, Hosting, Email and Technical Services
10.1 General Liability
Nothing in these Terms & Conditions excludes or limits either Party’s liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
The Company will perform its Services with reasonable care and skill.
The Company shall not be responsible for delays, faults, interruptions or losses caused by matters outside its reasonable control, including failures or changes affecting third-party hosting providers, internet service providers, domain registrars, email providers, payment gateways, software providers, plugins, themes, external APIs or other third-party Services.
10.2 Project Deadlines and Client Delays
Any Project timetable or proposed launch date depends upon the Client providing required information, materials, content, feedback, approvals and payments within agreed timescales.
The Company shall not be responsible for a missed deadline or delayed launch where the delay results wholly or partly from the Client failing to provide required materials, information, approvals, feedback or payment when reasonably requested.
Where a Client delay materially affects the Project schedule, the Company may reschedule the remaining work according to its available workload.
10.3 Websites, WordPress and Third-Party Software
The Company will take reasonable care when selecting, configuring and implementing WordPress, themes, plugins and other third-party software.
Third-party software may subsequently be updated, withdrawn, discontinued, become incompatible or develop faults or security vulnerabilities outside the Company’s reasonable control.
The Company does not guarantee that a website, plugin, theme, integration or other software will continue to operate indefinitely without modification following changes to WordPress, browsers, operating systems, servers, APIs or other third-party technology.
Where a theme, plugin or other third-party product becomes unsupported or incompatible after completion, replacement, redevelopment or remedial work will be dealt with in accordance with Clause 9.2.
The Company shall not be responsible for faults caused solely by changes made to the website by the Client, another developer or another third party after handover.
The Company cannot guarantee uninterrupted or error-free operation of a website indefinitely.
10.4 Hosting
Where the Company supplies or manages hosting, it will use reasonable endeavours to provide the hosting service in accordance with the applicable hosting package and Clause 4.2.
Hosting Services may occasionally be unavailable because of scheduled or emergency maintenance, server or network failure, cyberattack, third-party infrastructure failure or circumstances beyond the Company’s reasonable control.
The Company does not guarantee continuous or uninterrupted availability unless a specific service level has been expressly stated within the Client’s hosting package or quotation.
Where a hosting provider, data centre or infrastructure supplier experiences an outage or technical failure, the Company will use reasonable endeavours to assist in restoring the affected service where that service is managed by the Company.
The Company shall not be liable for loss of revenue or other indirect or consequential loss resulting solely from unavoidable hosting downtime outside the Company’s reasonable control.
10.5 Website Backups, Databases and Data
Where website backups are expressly included within hosting or maintenance purchased from the Company, the Company will take reasonable steps to ensure backups are created in accordance with the relevant service specification.
Backup and restoration systems reduce the risk of data loss but cannot guarantee that data can be recovered in every circumstance.
The Company shall not be responsible for corruption or loss of website files, databases or other data caused by circumstances outside its reasonable control, provided the Company exercised reasonable care and skill in providing the relevant service.
Where restoration from backup is required, the Company will use reasonable endeavours to restore the most recent usable backup available under the relevant hosting or maintenance service.
The Client is encouraged to retain separate copies of business-critical content, data, documents and other information.
Where backups are not included within a service purchased from the Company, responsibility for maintaining appropriate backups remains with the Client.
10.6 Email Services
Where the Company supplies or manages email Services, those Services may depend upon third-party servers, networks, DNS Services, anti-spam systems and other infrastructure outside the Company’s direct control.
The Company cannot guarantee uninterrupted delivery or receipt of email and shall not be responsible for temporary email interruption caused by circumstances outside its reasonable control.
Where the Company carries out an email migration, it will exercise reasonable care and skill when transferring email data.
Because migrations involve different servers, systems and third-party providers, the Company cannot guarantee that every historic email, folder, setting or item of data will transfer successfully.
Before an email migration, the Client is responsible for retaining copies of email or data particularly important to its business unless the Company has expressly agreed to provide a separate backup service.
Where the Company manages an email migration, it will take reasonable steps to minimise disruption and resolve migration issues within its reasonable control.
10.7 Mailbox Storage Limits
Email accounts may be subject to storage or mailbox limits determined by the Client’s email package or third-party email provider.
The Client is responsible for managing mailbox usage and responding to storage warnings where these are provided.
Where a mailbox reaches its storage limit, email delivery or receipt may be interrupted until sufficient storage is made available or the mailbox package is upgraded.
The Company shall not be responsible for emails rejected, delayed or not received solely because the Client exceeded the applicable mailbox storage limit.
10.8 Websites Hosted or Managed by Third Parties
Where a Client chooses hosting that is not supplied or managed by the Company, the Company cannot guarantee the compatibility, availability, configuration or performance of that provider’s hosting environment.
The Client is responsible for ensuring third-party hosting selected by the Client meets the technical requirements of the website unless the Company has expressly agreed to advise upon or manage that hosting.
Technical support for hosting supplied by another provider is not included within the Company’s standard website Services unless expressly agreed.
Where the Company assists with a problem relating to third-party hosting, additional work may be chargeable and will be agreed before chargeable work is undertaken.
10.9 Domain Names and DNS
Domain registration, renewal and management may rely upon third-party registrars and registry Services.
The Company will exercise reasonable care when managing domain names or DNS settings on behalf of a Client but cannot guarantee uninterrupted operation of third-party registrar or registry systems.
The Company shall not be responsible for expiry, suspension or loss of a domain resulting from the Client’s failure to pay a renewal invoice by the required date in accordance with Clause 6.9.
10.10 Client Content and Information
Unless copywriting, fact-checking or other content Services are expressly included within the Project, the Client remains responsible for the accuracy, legality and completeness of information and content supplied for publication.
The Company is not responsible for errors, misleading statements, outdated information or legal compliance issues contained within Client-supplied content unless the Company has expressly agreed to review that material as part of the Project.
The Client remains responsible for ensuring information it is legally required to publish — including regulatory notices, policies, terms, privacy information or other statutory information — is accurate and appropriate to its organisation unless the Company has expressly been contracted to provide that work.
10.11 Security
The Company will take reasonable technical and organisational measures appropriate to the Services it provides to reduce the risk of unauthorised access, malware and other security incidents.
No website, hosting environment, email system or internet-connected service can be guaranteed to be completely secure.
The Company shall not be responsible for a security incident caused solely by the Client’s actions, weak or compromised Client passwords, unauthorised third-party changes, unsupported software retained contrary to the Company’s recommendation or circumstances outside the Company’s reasonable control.
Where the Company becomes aware of a security issue affecting a service it manages, it will take reasonable steps appropriate to the service purchased by the Client.
10.12 Third-Party Services and Integrations
A website may rely upon third-party Services including payment gateways, booking systems, CRM systems, mapping Services, analytics platforms, social media platforms, fonts, APIs and other external integrations.
The Company cannot control their continued availability, functionality, pricing, terms or technical operation.
Where a third-party service changes or ceases to operate after completion of the Project, work required to replace or reconfigure that service may be separately chargeable.
10.13 Website Performance and Results
Unless expressly stated otherwise within a quotation, the Company does not guarantee that a website will achieve any particular level of traffic, enquiries, sales, search-engine ranking, conversion rate or other commercial outcome.
Website performance and commercial results may be affected by matters outside the Company’s control, including market conditions, competitor activity, search-engine algorithms, advertising, Client content and third-party Services.
10.14 Limitation of Liability
Subject to Clause 10.1, neither Party shall be liable to the other for indirect or consequential loss.
Subject to Clause 10.1 and to the extent permitted by law, the Company shall not be liable for loss of profit, anticipated savings, business opportunity or goodwill arising indirectly from the provision or interruption of the Services.
Subject to Clause 10.1, the Company’s total aggregate liability arising out of or in connection with a fixed-price Project shall not exceed the total fees paid or payable by the Client for that Project.
For ongoing or recurring Services, the Company’s total aggregate liability relating to those Services shall not exceed the charges paid or payable by the Client for those Services during the 12 months immediately preceding the event giving rise to the claim.
Nothing in this Clause excludes or limits liability which cannot lawfully be excluded or restricted.
The limitations within this Clause apply only to the extent that they are lawful and reasonable in the circumstances.
This Clause survives completion or termination of the Agreement.
- Cancellation
11.1 Cancellation of Website Development
Where the Client cancels a website development Project after accepting the quotation and paying the required deposit, any refund or further amount payable will depend upon the stage the Project has reached at the date of cancellation.
If the Client cancels within 7 calendar days of accepting the quotation and paying the deposit, and the Company has not commenced any work on the Project, the deposit will be refunded in full.
Once work has commenced, or once 7 calendar days have passed following acceptance and payment of the deposit, whichever occurs first, the deposit becomes non-refundable.
Where the value of work completed and costs reasonably incurred at the date of cancellation exceeds the deposit, the Company may invoice the Client for the additional work completed and costs incurred.
Where design concepts have been approved or substantial development work has commenced, the cancellation charge may be up to 100% of the agreed Project price depending upon the stage reached and work undertaken.
Any cancellation charge will reflect work undertaken, commitments made and reasonable losses incurred and is not intended as a penalty.
Cancellation requests must be made in writing by email to hello@poppydesignstudio.com.
The effective cancellation date will be determined in accordance with Clause 13.
11.2 Cancellation of Logo and Graphic Design
Where the Client cancels logo or graphic design work, any refund or cancellation charge will depend upon the amount of work completed at the date of cancellation.
Once work has commenced, the deposit is non-refundable.
Where the value of work completed exceeds the deposit paid, the Company may invoice the Client for the reasonable value of additional work completed up to the date of cancellation.
Any cancellation charge will reflect work undertaken and reasonable costs incurred and is not intended as a penalty.
11.3 Cancellation of Monthly Maintenance and Monthly Services
Unless a minimum contract term has been expressly agreed within the quotation, the Client may cancel monthly maintenance or other rolling monthly Services by providing at least 28 calendar days’ written notice by email.
Charges falling due during the notice period remain payable.
Cancellation of maintenance does not automatically cancel hosting, domain, email or other separately purchased Services unless expressly requested by the Client.
- Termination
12.1
Cancellation by the Client of a Project before completion will be dealt with in accordance with Clause 11.
12.2
Ongoing or recurring Services may be terminated by the Client in accordance with the applicable cancellation provisions or any minimum term expressly stated within the quotation.
12.3
The Company may terminate an Agreement immediately by written notice where the Client commits a serious or material breach which cannot reasonably be remedied.
12.4
Where a material breach can reasonably be remedied, the Company may give the Client written notice requiring the breach to be remedied within a reasonable period specified within that notice.
12.5
Where amounts remain unpaid, the Company may suspend Services in accordance with Clause 6.7.
If the overdue balance remains unpaid for 14 calendar days following the payment notice issued under Clause 6.7, the Company may terminate the affected Services by written notice.
12.6
The Company may also terminate Services where continuing to provide them would be unlawful, technically impossible, create a material security risk or breach the terms of a third-party provider upon whom the service depends.
12.7
Termination does not affect rights, obligations or liabilities which arose before termination.
12.8
Upon termination, all outstanding invoices and amounts properly due for work completed, Services supplied and costs incurred up to the termination date become payable.
12.9
Where reasonably practicable and subject to payment of all amounts due, the Company will provide reasonable assistance to transfer Client-owned website assets, domain names or data to another provider.
Additional work required to carry out a transfer may be chargeable where it falls outside the Services already paid for. Any such charge will be advised to the Client before chargeable work is undertaken.
12.10
The Company is not required to retain website files, backups, emails, development files or other Client data indefinitely following termination.
Unless otherwise agreed or required by law, the Company may delete such material after giving the Client a reasonable opportunity to obtain or transfer it.
- Notices
13.1
Any notice or communication required under the Agreement must be in writing and may be sent by email.
13.2
Notices from the Company to the Client will be sent to the email address supplied by the Client or the most recent email address used by the Client when communicating with the Company.
13.3
Notices from the Client to the Company should be sent to hello@poppydesignstudio.com, unless the Company has notified the Client of an alternative email address.
13.4
An email sent before 5:00pm on a Business Day will be deemed received on that Business Day.
An email sent after 5:00pm or on a day which is not a Business Day will be deemed received on the next Business Day, provided the sender has not received notification that the email was undeliverable.
13.5
The Company may additionally send notices by post or recorded delivery where appropriate but is not required to do so unless required by law.
13.6
The Client is responsible for ensuring the Company has current and accurate contact details.
- Changes to These Terms & Conditions
14.1
The Company may update these Terms & Conditions from time to time.
14.2
Updated Terms & Conditions will apply to new quotations and contracts entered into after the date on which the updated Terms take effect.
14.3
Changes will not retrospectively alter the price, scope or material terms of an existing fixed-price Project unless agreed in writing between the Parties.
14.4
Where the Client receives ongoing or recurring Services, including hosting, maintenance, domain management, email or other continuing Services, the Company may update the terms applicable to those Services by providing the Client with reasonable written notice of any material change.
- Confidentiality
15.1
Each Party agrees to keep confidential any confidential or commercially sensitive information received from the other Party in connection with the Project.
15.2
Confidential information will only be used for the purpose of performing obligations or exercising rights under the Agreement.
15.3
A Party may disclose confidential information where required by law or where disclosure is reasonably required to its employees, contractors, professional advisers, hosting providers or other suppliers involved in providing the Services, provided appropriate confidentiality obligations apply.
15.4
Information will not be treated as confidential where it is already lawfully in the public domain, was lawfully known to the receiving Party before disclosure or is independently developed without reference to the confidential information.
15.5
This Clause survives completion or termination of the Agreement.
- Entire Agreement
16.1
These Terms & Conditions, together with the accepted quotation, payment schedule and any other documents expressly incorporated into the Agreement, constitute the entire agreement between the Parties in relation to the Project or Services.
16.2
The Parties will not be bound by any statement, representation, promise or understanding that is not contained within or expressly incorporated into the Agreement.
Nothing in this Clause excludes liability for fraud or fraudulent misrepresentation.
16.3
Any variation to the scope, price or material terms of an existing fixed-price Project must be agreed in writing between the Parties.
16.4
This Clause does not prevent the Company from updating its Terms & Conditions for future contracts or ongoing Services in accordance with Clause 14.
- Severance
If any provision of these Terms & Conditions is found to be invalid, illegal or unenforceable, that provision will be treated as removed or limited to the minimum extent necessary.
The remaining provisions will continue in full force and effect.
- Client Details
18.1
The Client agrees to notify the Company as soon as reasonably practicable of any change to its business name, address, ownership, legal structure, telephone number, email address or other relevant contact details.
18.2
Unless notified otherwise, the Company may communicate with the Client using the most recent contact details provided by or used by the Client.
18.3
Notices will be served in accordance with Clause 13.
- Third-Party Rights
A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
- Data Protection
20.1
Each Party will comply with applicable UK data protection legislation when processing personal data in connection with the Agreement, including the UK GDPR, the Data Protection Act 2018 and legislation amending or supplementing those laws from time to time.
20.2
Where the Company processes personal data as a data controller, it will process that information in accordance with its Privacy & Cookie Policy and applicable data protection law.
20.3
Where the Company processes personal data on behalf of the Client as a data processor, the Parties will comply with any additional data-processing requirements required by applicable law.
20.4
Further information about how the Company collects, uses and protects personal information is contained within the Company’s Privacy & Cookie Policy.
- Governing Law and Jurisdiction
These Terms & Conditions and any dispute or claim arising out of or in connection with them, the Agreement or their subject matter or formation are governed by the laws of England and Wales.
The Parties agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, subject to any jurisdictional rights which cannot lawfully be excluded.
- Events Beyond Reasonable Control
Neither Party will be in breach of the Agreement or liable for delay or failure to perform its obligations where that delay or failure results from circumstances beyond its reasonable control.
Such circumstances may include internet or telecommunications failure, widespread hosting or infrastructure failure, cyberattack, fire, flood, severe weather, epidemic or pandemic, industrial action, acts of government, failure of third-party Services or other events which could not reasonably have been prevented.
The affected Party will use reasonable endeavours to minimise the effect of the event and resume performance as soon as reasonably practicable.
If such circumstances prevent a material part of the Services from being provided for more than 60 consecutive days, either Party may terminate the affected Services by written notice.
- Waiver
A failure or delay by either Party to exercise any right or remedy under the Agreement does not constitute a waiver of that right or remedy.
Exercising a right or remedy on one occasion does not prevent that Party from exercising the same or another right or remedy at a later date.
Contact Us
If you have any questions about these Terms & Conditions, please contact:
Poppy Design Studio & Marketing Ltd
Hazelrigg House
33 Mare Fair
Northampton
NN1 1SR
Email: hello@poppydesignstudio.com
Telephone: 0800 321 3843
© Poppy Design Studio & Marketing Ltd. All rights reserved.
What I’ve actually changed
The commercial protections are still there. Your live terms already make the 40%/50% deposits, seven-day non-payment suspension, renewal responsibilities, payment-plan obligations and 28-day cancellation of monthly services clear. Poppy Design Studio
The main tidy-ups are structural. I’ve made your five current service areas explicit; removed the oddly specific 1920 × 1000 pixel requirement as a contractual obligation; fixed the revision wording so the quotation takes priority; stopped promising a blanket 48-hour turnaround unless the relevant service actually offers it; cleaned up the payment-plan numbering; and changed the data-protection references to Privacy & Cookie Policy.
I’ve also made two small protective improvements I think are sensible: transfer work can be chargeable if a departing client requires actual technical work from you, rather than Clause 12.9 accidentally promising unlimited free migration assistance; and the Entire Agreement clause now expressly preserves fraud/fraudulent misrepresentation.
This is the version I’d use as the new-site master, subject to professional legal review if you want formal legal assurance. It remains intentionally B2B, just as your current terms state. Poppy Design Studio
So that’s another one ticked off: Terms & Conditions ✅.