Terms Of Service

By purchasing or using any of our services, you agree to these Terms. Service-specific details (scope, timelines, deliverables, and fees) will be set out in a Proposal or Statement of Work (“SOW”), which incorporates these Terms by reference. If there is a conflict, the SOW prevails.

Note: This document is provided for general information and does not constitute legal advice. Obtain independent legal review to ensure compliance with UK law.

1. Services

• Marketing Audit (one‑time): Data‑led audit and strategy, including analytics/tracking review, data analysis and reporting, and a 90‑day marketing plan, with 1‑hour kick‑start and wrap‑up sessions.

• Web Design: Brand‑driven, conversion‑focused websites on platforms such as Webflow and Squarespace; analytics built in; optional ongoing managed hosting/support.

• Web Development: Custom‑coded websites on a modern stack; advanced analytics implementation; optional ongoing managed hosting/support and iterative improvements.

• Waypoint – Fractional Marketing Director (subscription): Ongoing monthly strategy, execution, and reporting across CRO, SEO hygiene, PPC, content and more.

We may use vetted subcontractors and remain responsible for their work.

2. Proposals, SOWs, and Changes

• Proposals/SOWs are valid for 30 days unless stated otherwise.

• Changes in scope, assumptions, or timelines require a written change order and may adjust fees and dates.

• Timeframes depend on your timely inputs, approvals, and provision of access and content.

3. Fees and Payment

3.1 Currency and VAT

• All fees are in £ GBP, exclusive of VAT unless stated. VAT is charged at the prevailing UK rate where applicable.

3.2 Invoicing Models

• Marketing Audit (one‑time): 100% due upfront prior to commencement.

• Web Design & Web Development — choose one at SOW signature:

  • 50/50 Milestones: 50% deposit to start; 50% on substantial completion and prior to go‑live or asset handover.

  • Pay in 3 months: 33.3% upfront; 33.3% at month 2; 33.4% at month 3 (time‑based).

  • Pay in 6 months: 16.7% upfront; equal monthly instalments months 2–6 (time‑based).

  • Unless otherwise agreed, instalments are time‑based (not milestone‑based) and continue irrespective of feedback delays.

• Waypoint Subscription and Managed Hosting/Support: billed monthly in advance. First month due on signup, then on the same calendar day each month. See clause 13 for minimum term and renewal.

3.3 Payment Terms

• Payment due within 14 calendar days of invoice unless the SOW states otherwise.

• Methods: bank transfer, card, or Direct Debit. You authorise us to auto‑debit recurring charges for subscriptions/instalments.

• Late payment (B2B): We may charge statutory interest and a fixed‑sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We may pause work or suspend services until paid.

• Non‑payment: If any amount remains unpaid 14 days after notice, we may terminate for breach and withhold deliverables, code, and licences until all sums (including interest/fees) are paid.

3.4 Expenses and Third‑Party Costs

• Pre‑approved out‑of‑pocket expenses (e.g., stock assets, premium plugins, travel) are recharged at cost plus VAT.

• For Web Development, usage fees for platforms such as Vercel, Storyblok, Shopify, and PostHog are your responsibility and may be billed directly by the provider or recharged by us as specified in the SOW.

3.5 Price Changes for Subscriptions/Hosting

• We may change subscription and managed hosting/support fees from time to time. We will give you at least 30 days’ advance notice before any change takes effect. If you do not agree to the change, you may terminate the affected plan before the new pricing applies, in accordance with clause 13.

4. Client Responsibilities

• Provide timely access to stakeholders, content, brand assets, and systems (hosting, DNS, CMS, analytics, ad platforms, tag managers, e‑commerce, etc.).

• Ensure you have rights to use all materials supplied to us.

• Review and sign off deliverables within 5 Business Days unless the SOW specifies otherwise. Silence may be treated as acceptance to avoid delay.

• Ensure legal and regulatory compliance of your website and marketing.

Delays, rework, or additional effort caused by late inputs, scope changes, or content gaps are chargeable.

5. Service‑Specific Scopes

5.1 Marketing Audit

• Deliverables: analytics & tracking review (CRO/SEO/PPC), data analysis & reporting, 90‑day marketing plan, 1‑hour kick‑start and 1‑hour wrap‑up.

• Turnaround: typically 2 weeks from receipt of upfront payment and required access.

• Revisions: one round for factual corrections; strategic changes are new scope.

• Licence: upon full payment, you receive a non‑exclusive, perpetual licence for internal business use.

5.2 Web Design

• Deliverables: single‑page or 5–10 page sites; analytics built in; optional blog/bookings/e‑commerce add‑ons.

• Design/Content: on‑brand, conversion‑focused design. You supply final copy and imagery unless the SOW includes copywriting.

• Revisions: two rounds on design; one round on content layout unless stated otherwise.

• Browser/Device Support: latest two versions of major browsers; responsive for common breakpoints. Legacy support only if stated in the SOW.

• Go‑Live: after acceptance and any due payments under the chosen payment model.

5.3 Web Development

• Deliverables: 1–5 or 10–15 page custom builds; advanced analytics/events; optional blog/booking/e‑commerce.

• Stack and Analytics: modern stack; events, funnels, and A/B testing as agreed.

• Content Entry: unless included, you provide/upload content; we may provide templates.

• Revisions: two rounds on key templates; one round on content layout unless otherwise stated.

• Warranty: 30‑day defect remediation for issues directly caused by our work (excluding third‑party outages, hosting limits, or post‑handover changes).

5.4 Waypoint – Fractional Marketing Director (Subscription)

• Scope/Capacity: monthly activities, caps/entitlements, and any add‑ons (e.g., CRO tests, SEO posts, PPC budget thresholds) will be defined in the SOW.

• Carryover: unused capacity does not roll over unless agreed in writing.

• Ad Spend: paid media budgets are your responsibility and billed by the platforms unless we resell.

• Performance: we operate with reasonable skill and care; outcomes are not guaranteed.

6. Project Process and Acceptance (Design/Development)

• Discovery/Specs: requirements, assumptions, and acceptance criteria documented in the SOW/spec.

• Development and Testing: work performed against agreed specs; staging provided for testing.

• Acceptance Window: unless specified otherwise, you have 5 Business Days to review. We will fix material non‑conformities. Minor issues will be remedied or scheduled post‑launch.

• Deemed Acceptance: if no feedback is received within the window, deliverables may be deemed accepted.

7. Intellectual Property

• Pre‑existing IP: each party retains ownership of its pre‑existing materials, tools, and know‑how.

• Third‑party Materials: subject to their own licence terms; ongoing fees are your responsibility unless the SOW states otherwise.

• Deliverables:

  • Marketing Audit: upon full payment, you receive a non‑exclusive, perpetual licence for internal business use.

  • Web Design & Development: upon full payment of all fees for the relevant SOW:

    • You own bespoke visual designs and site content created for you.

    • You receive a non‑exclusive, perpetual licence to use our underlying code, templates, and frameworks as incorporated into your site, solely for your business. We retain ownership of generic code and know‑how.

  • Waypoint Subscription: ownership/licensing as specified in the SOW; we may reuse non‑confidential learnings and know‑how.

• Portfolio Use: you grant us the right to reference the project and display non‑confidential visuals, data and your name/logo in our portfolio and marketing, unless you opt out in writing.

8. Hosting, Managed Support, and Third‑Party Platforms

• Managed Web Hosting/Support: available as an add‑on. Exact inclusions (updates, monitoring, minor content changes within fair use, response times) and any SLAs will be set out in the SOW.

• Platform Usage Charges: for Web Development, usage fees for platforms such as Vercel, Storyblok, Shopify, and PostHog are your responsibility and may be billed directly by the provider or recharged by us.

• Provider Terms: if we provide or resell hosting/tools, those are subject to the provider’s terms and SLAs. We are not liable for provider outages or limitations.

• Access: we may maintain admin access accounts for support purposes.

9. Data Protection (UK GDPR)

• Each party will comply with the UK GDPR and Data Protection Act 2018.

• Where we process personal data on your behalf, a Data Processing Agreement (DPA) will apply.

• You are responsible for your website’s privacy notice, cookie controls, and lawful basis for processing.

10. Confidentiality

• Each party must keep the other’s confidential information confidential and use it only to perform these Terms/SOW. Standard exclusions apply.

• We may disclose to personnel/subcontractors under similar obligations.

11. Warranties and Disclaimers

• We warrant services will be performed with reasonable skill and care.

• Except as expressly stated, all other warranties are disclaimed to the extent permitted by law.

• Marketing outcomes cannot be guaranteed; third‑party changes may affect performance.

12. Limitation of Liability

• Nothing limits liability for death/personal injury caused by negligence, fraud, fraudulent misrepresentation, or other liability that cannot be limited by law.

• To the maximum extent permitted by law:

  • We are not liable for indirect, special, incidental, or consequential losses; loss of profits, revenue, savings, goodwill, or data.

  • Our total aggregate liability arising out of or related to an SOW is limited to the total fees paid by you to us under that SOW in the 12 months preceding the claim.

13. Term, Renewal, and Termination

• Term and Renewal:

  • One‑time/project SOWs end upon completion (subject to any warranty obligations).

  • Subscriptions and Managed Hosting/Support plans have a minimum initial term of 3 months from the service start date. After the initial 3 months, they continue on a 1‑month rolling basis.

• Cancellation:

  • Either party may cancel a Subscription or Managed Hosting/Support plan on 30 days’ written notice at any time after the initial 3‑month term. Cancellation takes effect at the end of the then‑current billing period following expiry of the notice.

• Early Cancellation During Initial Term:

  • If you cancel during the initial 3‑month term, fees for the remainder of the initial term are payable in full (plus any committed third‑party costs).

• Price Change Right:

  • If we notify a price change under clause 3.5, you may terminate the affected plan with 30 days’ written notice, effective before the new pricing takes effect (notwithstanding the rolling nature post‑initial term).

• Web Design & Development Projects:

  • If you cancel before completion, you will pay for work performed to date, committed costs, and a reasonable cancellation fee up to 20% of remaining fees.

  • We may terminate for material breach after 14 days’ cure, or for non‑payment under clause 3.

• Effects of Termination:

  • Accrued fees become immediately due; licences contingent on full payment may be suspended; we will provide reasonable transition assistance at standard rates.

14. Non‑Solicitation

• During the term and for 12 months after, you will not directly solicit employment or engagement of our personnel involved in your project without our written consent. If you hire such a person, a placement fee equal to 25% of their annualised remuneration is payable.

15. Force Majeure

• Neither party is liable for delays or failures due to events beyond reasonable control. If an event lasts over 30 days, either party may terminate the affected SOW without liability (except for amounts due).

16. Compliance, Accessibility, and Legal Content

• You are responsible for legal and regulatory compliance of your website and marketing content (including ASA/CAP, CMA, ICO, Equality Act 2010/WCAG).

• We can assist with best practices but do not provide legal advice. You are responsible for final approvals.

17. Support and Maintenance Outside a Plan

• Ongoing support is not included unless part of a managed hosting/support plan or separate support SOW.

• Ad‑hoc support is billed at our standard rates with a 1‑hour minimum, invoiced monthly.

18. Acceptance of Terms and Electronic Communications

• Approvals, change orders, and notices may be provided electronically (email or project tools). E‑signatures are valid and enforceable.

19. Notices

• Formal notices must be sent to the addresses in the SOW and are deemed received:

  • By email: on Business Days when no bounce is received within 24 hours.

  • By post: 2 Business Days after posting within the UK.

20. Entire Agreement and Order of Precedence

• These Terms and any SOW form the entire agreement and supersede prior discussions.

• Order of precedence: SOW, then these Terms, then any referenced policies.

21. Severability and Waiver

• If any provision is invalid, the remainder remains effective. Failure to enforce is not a waiver.

22. Assignment

• You may not assign without our consent (not to be unreasonably withheld). We may assign to an affiliate or in connection with a merger or sale.

23. Governing Law and Jurisdiction

• These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.