Terms and Conditions
Poppy Design Studio & Marketing Ltd,
Company number (14159267),
VAT Number (414 6345 12)
Hazelrigg House,
33 Mare Fair,
Northampton
NN1 1SR
Contact details:
– Email: hello@poppydesignstudio.com
– Telephone number: 0800 321 3843
By accepting a quotation, paying the required deposit or instructing the Company to commence work, the Client confirms that they have read, understood and agreed to these Terms and Conditions. These Terms and Conditions, together with the accepted quotation and any agreed payment schedule, form the Agreement between the Company and the Client.
1. Definitions
1.1 The following meanings will be used for terms in these terms and conditions:
Company or Us: means Poppy Design Studio & Marketing Ltd
Client: means you
Parties: means Poppy Design Studio & Marketing Ltd (the Company) and the Client
Project: means the body of work that is being undertaken, normally consisting of several connected parts, such as consultation, graphic design, website development, promotional products, printed material and/or hosting.
1.2 Business Day: means Monday to Friday excluding bank holidays in England.
1.3 Business Clients: Unless expressly agreed otherwise, these Terms and 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 and Conditions excludes or restricts any statutory rights which cannot lawfully be excluded or restricted.
2. Client Obligations
2.1 Advise us in advance of any confidential information to be presented by email, written or verbally. This should be marked as ‘confidential’ in the subject of the email, or clearly on any written documents.
2.2 Make every effort to adhere to all agreed deadlines.
2.3 Review the Company’s work, provide feedback, and sign off approval in a timely manner.
2.4 Provide the Company, within a reasonable timescale, everything that is requested in order for us to complete the Project including text, images and other information.
2.5 Provide the Company with text(s) and image(s) in the format as stated below (see photographs and images).
2.6 Pay the Company all monies owed by the due date stated on the relevant quotation or invoice, or in accordance with any payment schedule or payment plan agreed between the Company and the Client.
2.7 Any images or photographs that you supply should be in digital format, usually no smaller than 1920×1000 pixels, with a suitable resolution that will allow them to be resized and used on screen. Traditional paper photographs requiring scanning are acceptable, however there may be additional costs incurred due to time spent scanning and retouching the images. This depends entirely on the Project and the number of images involved.
2.8 The Client guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to the Company for inclusion in their website, or other design, are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend the Company and its subcontractors from any liability (including solicitors’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
2.9 Evidence of ownership or permissions may be requested by the Company.
3. Company Obligations
3.1 Make every effort to adhere to any deadlines agreed between the Company and the Client
3.2 Carry out services in a professional and timely manner.
3.3 Make a reasonable number of revisions to the design, layout, colours etc. until the Client is satisfied with the design concept, or until such time as both Parties reasonably consider that agreement is unlikely to be reached, subject to a maximum of 2 revisions. Separate charges will apply for any additional revisions or design work outside the scope of the Project.
3.4 Endeavour to complete requested website revisions or updates within 48 hours, wherever possible.
3.5 Maintain up to date skills and knowledge through regular training and research.
3.6 Contact you before the end of any free website monthly maintenance originally offered with your package purchased and provide you with a quote for paid monthly maintenance.
3.7 Where the Client has purchased a website maintenance package, the Company will carry out the maintenance services included within that package. These may include website backups, WordPress core updates, plugin and theme updates, spam removal, database optimisation and other maintenance services specified in the relevant quotation.
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.
4. Our Services
4.1 Content Management Systems:
(1) The Company uses the WordPress platform exclusively as our Content Management System (CMS) of choice
(2) All website packages will be developed using a CMS.
(3) The Company may build a bespoke solution, depending on the exact requirements of a Project.
(4) Any associated or additional fees in relation to Content Management Systems or Ecommerce Management Systems are covered within your chosen package e.g. Installation, setup, testing and introductory training.
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. However, 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.
5. Acceptance
5.1 To accept the quotation, the Client must accept these Terms and Conditions and pay the required deposit as specified in the quotation. The deposit secures the Client’s project within the Company’s work schedule. By accepting the quotation, the Client agrees to adhere to any payment schedule specified in the quotation. 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 and Conditions.
6. Payments
6.1 Payment Plans: Payment plans are for the following work
(a)Website design; only
(b) Website design and graphic design
6.1.1 Unless otherwise agreed in writing between the Company and the Client, a payment plan will run for the period stated within the quotation or payment schedule and shall not exceed 12 months.
6.1.2 the Client can pay the payment plan in full before the last payment is due at no extra charge.
6.1.3 Where graphic design services are purchased without website design, the deposit specified in the quotation shall be payable before work commences and the remaining balance shall normally be payable on handover.
Where graphic design services form part of a website payment plan, the payment arrangements shall be as specified within the quotation or payment schedule.
6.2 Deposits
6.2.1 Deposits payable will be shown in the quotation/invoice that you are provided.
6.2.2 A deposit will need to be paid once the quote is accepted.
6.2.3 Unless otherwise specified within the quotation, 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.
6.2.4 if logo design has been purchased, then the quotation will illustrate the Deposit needed for this service separately.
6.3 Payment Terms
6.3.1 All payment schedules are provided with a quotation or invoice. You can request another copy by emailing us at hello@poppydesignstudio.com
6.3.2 Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the Client.
6.3.3 Any payment or payment-plan instalment not received by the agreed due date shall be considered overdue. The Client remains responsible for bringing the account fully up to date and all outstanding amounts remain payable to the Company.
6.3.4 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 between the Company and the Client, the website may be launched before the full project balance has been paid provided that all instalments and other amounts due at that time have been paid and the Client’s account is not in arrears.
The Company shall not be 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
6.5 WordPress Monthly Maintenance
6.5.1 Monthly website maintenance services shall 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
6.7 Failure to make payment
6.7.1 All invoices and payment-plan instalments must be paid by their stated or agreed due date.
6.7.2 Where any amount becomes overdue, the Company may issue reminders requesting payment.
6.7.3 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.
6.7.4 If the overdue amount is not paid in full within 7 calendar days of the notice referred to in Clause 6.7.3, the Company reserves the right to suspend any services supplied by the Company to the Client. This may include, but is not limited to, website hosting, website maintenance, website access and other services managed or supplied by the Company.
6.7.5 Suspension of services due to non-payment does not cancel, reduce or otherwise affect any amount owed by the Client under a quotation, invoice, contract or agreed payment plan.
6.7.6 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 in accordance with this Clause.
6.7.7 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.
6.7.8 Subject to applicable law, the Company shall not be liable for loss of revenue, business interruption or other losses arising directly from the suspension of services where that suspension results from the Client’s failure to make payments when due.
6.7.9 Suspension of services shall not prevent the Company from taking further action to recover monies owed.
6.7.10 Where applicable to a business-to-business transaction, the Company reserves all 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
6.8.1 Any images that the Company is asked to obtain from third party photographers will be charged as an additional cost.
6.8.2 There may be an additional fee for any design changes requested after the initial agreed design has been signed off.
6.8.3 Additional costs for extra features and/or additional design costs, not covered by our standard packages, will be agreed and invoiced before the website goes live.
6.9 Domains, Hosting and Third-Party Renewals
6.9.1 Domain names, hosting services, email services, software licences and other third-party services may be subject to annual or periodic renewal charges.
6.9.2 Renewal charges are separate from the original Project price unless expressly stated otherwise within the quotation.
6.9.3 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.
6.9.4 Renewal invoices must be paid by the stated due date. The Company shall not be required to renew a domain name, hosting service, software licence, email service or other third-party service where the applicable renewal invoice remains unpaid.
6.9.5 The Company shall not be responsible for the expiry, suspension or loss of a service resulting from the Client’s failure to pay a renewal invoice by the required date.
6.9.6 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.
6.9.7 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.
7. Intellectual Property and Website Rights
7.1 The Client retains ownership of all text, photographs, logos, trademarks, graphics and other material supplied by the Client to the Company, subject to the Client having the necessary rights and permissions to use that material.
7.2 The Client grants the Company permission to use material supplied by the Client 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 website 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 shall arise 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 of Project files 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.
8. Design Limitation
8.1 The number of revisions included within the Project shall be as specified within the quotation or these Terms and Conditions. Where the Client requests revisions, alterations or additional work which materially exceed the agreed Project scope or the included number of revisions, the Company may pause further work and provide the Client with 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 shall be dealt with in accordance with Clause 11.
8.2 The Company is not responsible for writing or inputting any text copy unless this has been specified by the Client.
8.3 Where a website has been substantially completed and is awaiting Client approval, content, feedback or launch instructions, and handover or launch is unreasonably delayed by the Client, the Company reserves the right to charge a reasonable maintenance or hosting fee for the additional period during which the website remains on the Company’s development or test environment. The Client will be informed of any such charge before it is incurred.
9. WordPress Monthly Maintenance
9.1 Upgrading WordPress, Plugins and Themes
9.1.1 Where monthly maintenance has been purchased, the services provided will be those specified within the Client’s maintenance package and may include website backups, WordPress core updates, theme and plugin updates, spam removal and database optimisation.
9.1.2 Issues relating to unsupported, obsolete or incompatible third-party software shall be dealt with in accordance with Clause 9.2.
9.2 Third-Party Plugins, Themes and Software
9.2.1 The Company uses WordPress and may use third-party themes, plugins, software and services when developing or maintaining a Client’s website.
9.2.2 Third-party developers may update, discontinue, withdraw or alter their products at any time and such changes are outside the Company’s control.
9.2.3 A plugin, theme or other third-party product may become obsolete, unsupported or incompatible with WordPress or other components of the Client’s website.
9.2.4 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.
9.2.5 The Company will notify the Client where additional paid work is reasonably required before carrying out that work.
9.2.6 The Company shall not be responsible for faults caused solely by changes, withdrawal, security vulnerabilities or incompatibility within third-party software which are outside the Company’s reasonable control, provided that the Company has exercised reasonable care and skill in selecting and implementing that software.
10. Liability, Hosting, Email and Technical Services
10.1 General Liability
10.1.1 Nothing in these Terms and Conditions shall exclude or limit 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.
10.1.2 The Company will perform its services with reasonable care and skill.
10.1.3 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
10.2.1 Any Project timetable or proposed launch date is dependent upon the Client providing information, materials, content, feedback, approvals and payments within the agreed timescales.
10.2.2 The Company shall not be responsible for a missed deadline or delayed launch where that delay results wholly or partly from the Client failing to provide required materials, information, approvals, feedback or payment when reasonably requested.
10.2.3 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
10.3.1 The Company will take reasonable care when selecting, configuring and implementing WordPress, themes, plugins and other third-party software.
10.3.2 Third-party software may subsequently be updated, withdrawn, discontinued, become incompatible or develop faults or security vulnerabilities outside the Company’s reasonable control.
10.3.3 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.
10.3.4 Where a theme, plugin or other third-party product ceases development, becomes unsupported or becomes incompatible after completion of the Project, any replacement, redevelopment or remedial work will be dealt with in accordance with Clause 9.2.
10.3.5 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.
10.3.6 The Company cannot guarantee uninterrupted or error-free operation of a website indefinitely.
10.4 Hosting
10.4.1 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.
10.4.2 Hosting services may occasionally be unavailable as a result of scheduled maintenance, emergency maintenance, server failure, network failure, cyberattack, third-party infrastructure failure or other circumstances beyond the Company’s reasonable control.
10.4.3 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.
10.4.4 Where a hosting provider, data centre or other infrastructure supplier suffers 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.
10.4.5 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
10.5.1 Where website backups are expressly included within hosting or maintenance purchased from the Company, the Company will take reasonable steps to ensure that backups are created in accordance with the relevant service specification.
10.5.2 Backup and restoration systems reduce the risk of data loss but cannot guarantee that data can be recovered in every circumstance.
10.5.3 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 that the Company has exercised reasonable care and skill in providing the relevant service.
10.5.4 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.
10.5.5 The Client is encouraged to retain separate copies of any business-critical content, data, documents or other information.
10.5.6 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
10.6.1 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.
10.6.2 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.
10.6.3 Where the Company carries out an email migration, the Company will exercise reasonable care and skill when transferring email data. However, because email 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.
10.6.4 Before an email migration, the Client is responsible for retaining copies of any email or data that is particularly important to its business unless the Company has expressly agreed to provide a separate backup service.
10.6.5 Where the Company manages an email migration, it will take reasonable steps to minimise disruption and to resolve migration issues within its reasonable control.
10.7 Mailbox Storage Limits
10.7.1 Email accounts may be subject to storage or mailbox limits determined by the Client’s email package or third-party email provider.
10.7.2 The Client is responsible for managing its mailbox usage and responding to storage warnings where these are provided.
10.7.3 Where a mailbox reaches its storage limit, email delivery or receipt may be interrupted until sufficient storage is made available or the applicable mailbox package is upgraded.
10.7.4 The Company shall not be responsible for emails rejected, delayed or not received solely because the Client has exceeded the applicable mailbox storage limit.
10.8 Websites Hosted or Managed by Third Parties
10.8.1 Where a Client chooses to host its website with a provider 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.
10.8.2 The Client is responsible for ensuring that 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.
10.8.3 Technical support for hosting supplied by another provider is not included within the Company’s standard website services unless expressly agreed within the quotation or a separate support agreement.
10.8.4 Where the Company assists with a problem relating to third-party hosting, additional work may be chargeable and will be agreed with the Client before chargeable work is undertaken.
10.9 Domain Names and DNS
10.9.1 Domain registration, renewal and management may rely upon third-party registrars and registry services.
10.9.2 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.
10.9.3 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
10.10.1 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 on its website.
10.10.2 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.
10.10.3 The Client remains responsible for ensuring that information it is legally required to publish, including where applicable 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
10.11.1 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.
10.11.2 No website, hosting environment, email system or internet-connected service can be guaranteed to be completely secure.
10.11.3 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.
10.11.4 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
10.12.1 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.
10.12.2 The Company cannot control the continued availability, functionality, pricing, terms or technical operation of third-party services.
10.12.3 Where a third-party service changes or ceases to operate after completion of the Project, any work required to replace or reconfigure that service may be separately chargeable.
10.13 Website Performance and Results
10.13.1 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.
10.13.2 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
10.14.1 Subject to Clause 10.1.1, neither Party shall be liable to the other for any indirect or consequential loss.
10.14.2 Subject to Clause 10.1.1 and to the extent permitted by law, the Company shall not be liable for loss of profit, loss of anticipated savings, loss of business opportunity or loss of goodwill arising indirectly from the provision or interruption of the Services.
10.14.3 Subject to Clause 10.1.1, 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.
10.14.4 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.
10.14.5 Nothing in this Clause shall exclude or limit any liability which cannot lawfully be excluded or restricted.
10.14.6 The limitations within this Clause apply only to the extent that they are lawful and reasonable in the circumstances.
10.14.7 This Clause shall survive completion or termination of the Agreement.
11. Cancellation
11.1 Cancellation of Website Development
11.1.1 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.
11.1.2 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.
11.1.3 Once work on the Project has commenced, or once 7 calendar days have passed following acceptance of the quotation and payment of the deposit, whichever occurs first, the deposit shall become non-refundable.
11.1.4 Where the value of work completed and costs reasonably incurred by the Company at the date of cancellation exceeds the amount of the deposit, the Company reserves the right to invoice the Client for the additional work completed and costs incurred up to the date of cancellation.
11.1.5 Where design concepts have been approved by the Client 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 the amount of work already undertaken.
11.1.6 Any cancellation charge will reflect the work undertaken, commitments made and reasonable losses incurred by the Company as a result of the cancellation and shall not be intended as a penalty.
11.1.7 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
11.2.1 Where the Client cancels logo or graphic design work, the refund or cancellation charge will depend upon the amount of work completed at the date of cancellation.
11.2.2 Once work has commenced, the deposit shall be non-refundable.
11.2.3 Where the value of work completed exceeds the deposit paid, the Company may invoice the Client for the reasonable value of the additional work completed up to the date of cancellation.
11.2.4 Any cancellation charge shall reflect the work undertaken and reasonable costs incurred and shall not be intended as a penalty.
11.3 Cancellation of Monthly Maintenance and Monthly Services
11.3.1 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.
11.3.2 Charges which fall due during the notice period remain payable.
11.3.3 Cancellation of a maintenance service does not automatically cancel hosting, domain, email or other separately purchased services unless expressly requested by the Client.
12. Termination
12.1 Cancellation by the Client of a Project before completion shall 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 within these Terms and Conditions 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 6.7.3, the Company may terminate the affected Services by written notice.
12.6 The Company may also terminate services where continuing to provide those services would be unlawful, technically impossible, create a material security risk or breach the terms of a third-party provider on whom the service depends.
12.7 Termination shall not affect any 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 shall become payable.
12.9 Where reasonably practicable and subject to payment of all amounts due, the Company will provide the Client with reasonable assistance to transfer Client-owned website assets, domain names or data to another provider.
12.10 The Company shall not be 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.
13. Notices
13.1 Any notice or communication required under this Agreement shall be in writing and may be sent by email.
13.2 Notices from the Company to the Client shall 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 shall 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 shall be deemed received on that Business Day. An email sent after 5:00pm or on a day which is not a Business Day shall be deemed received on the next Business Day, provided that 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 it considers this appropriate, but shall not be required to do so unless required by law.
13.6 The Client is responsible for ensuring that the Company is provided with current and accurate contact details.
14. Changes to these terms and conditions:
14.1 The Company may update these Terms and Conditions from time to time.
14.2 Updated Terms and Conditions will apply to new quotations and contracts entered into after the date on which the updated Terms and Conditions take effect.
14.3 Changes to these Terms and Conditions will not retrospectively alter the price, scope or material terms of an existing fixed-price Project unless agreed in writing between the Company and the Client.
14.4 Where the Client receives ongoing or recurring services from the Company, including hosting, maintenance, domain management 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.
15. 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 shall 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 shall 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 shall survive completion or termination of the Agreement.
16. Entire Agreement:
16.1 These Terms and 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.
16.2 The Parties shall not be bound by any statement, representation, promise or understanding that is not contained within or expressly incorporated into the Agreement.
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 and Conditions for future contracts or ongoing services in accordance with Clause 14.
17. Severance:
18. Client Details:
18.1 The Client agrees to notify the Company as soon as reasonably practicable of any change to its business name, business address, ownership, legal structure, telephone number, email address or other relevant contact details.
18.2 Unless notified otherwise, the Company shall be entitled to communicate with the Client using the most recent contact details provided by or used by the Client.
18.3 Notices shall be served in accordance with Clause 13.
19. Contracts (Rights of Third Parties) Act 1999
19.1 A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20. Data Protection:
20.1 Each Party shall comply with applicable UK data protection legislation when processing personal data in connection with this 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 shall process that information in accordance with its Privacy Policy and applicable data protection legislation.
20.3 Where the Company processes personal data on behalf of the Client as a data processor, the Parties shall comply with any additional data-processing requirements required by applicable law.
20.4 Further information about how the Company collects, processes and protects personal data is contained within the Company’s Privacy Policy.
21. Governing Law and Jurisdiction:
21.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them, the Agreement or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
21.2 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 the Agreement.
22. Events Beyond Reasonable Control:
22.1 Neither Party shall be in breach of the Agreement or liable for delay in performing, or failure to perform, its obligations where that delay or failure results from circumstances beyond its reasonable control.
22.2 Such circumstances may include, without limitation, 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.
22.3 The affected Party shall use reasonable endeavours to minimise the effect of the event and resume performance as soon as reasonably practicable.
22.4 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.
23. Waiver
23.1 A failure or delay by either Party to exercise any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.
23.2 Exercising a right or remedy on one occasion shall not prevent that Party from exercising the same or another right or remedy at a later date.