PLEASE READ CAREFULLY. These terms and conditions form a legally binding agreement.
The Agency provides web development, search engine optimisation (SEO), digital marketing, and related digital services. The Client wishes to engage the Agency to provide such Services as detailed in a specific Proposal. These Terms and Conditions ("Terms") apply to all Services provided by the Agency to the Client, alongside the specific Proposal.
2.1. This Agreement commences on the date the Proposal is accepted by the Client (or the date specified in the Proposal) and continues for the Term.
2.2. The Agency agrees to provide the Services described in the accepted Proposal with reasonable skill and care, in accordance with standard industry practice.
2.3. The Proposal shall detail the specific scope, deliverables, timelines, and fees for the Services. In the event of any conflict between these Terms and the Proposal regarding the scope of Services or deliverables, the Proposal shall prevail.
2.4. Any changes or additions to the Scope of Services must be agreed upon in writing by both parties, and may incur additional Fees.
3.1. The Client agrees to:
4.1. The Client shall pay the Agency the Fees as set out in the Proposal. All Fees quoted are the total amounts payable.
4.2. Web Development Payment Models:
4.3. SEO & Digital Marketing Fees: Fees for ongoing SEO and Digital Marketing plans are typically billed monthly in advance, as specified in the Proposal.
4.4. Care Plan Fees: The standard Care Plan fee (as specified in the Proposal, e.g., £39/month) is payable monthly in advance.
4.5. PPC Ad Spend: For Paid Advertising (PPC) services, the Client is responsible for paying advertising costs directly to the ad platform (e.g., Google, Meta). Agency Fees cover management and optimisation (base fee + percentage of ad spend, as defined in the Proposal) and are separate from the ad spend budget.
4.6. Expenses: Any pre-agreed expenses (e.g., stock imagery licenses, specific plugin costs) will be invoiced separately or as outlined in the Proposal.
4.7. Invoicing & Payment: Invoices will be issued monthly. Payment is due as set out in the invoice.
4.8. Late Payments: If payment is not received by the due date, the Agency reserves the right to suspend the provision of Services until payment is received.
5.1. Where the Client subscribes to the Agency's ongoing monthly Care Plan (as specified in the Proposal, e.g. £39/month), the Agency agrees to provide the core services included in that plan, typically comprising: managed website hosting, regular backups, security monitoring and patching, updates to the core website and maintenance of an SSL certificate.
5.2. The Care Plan includes reasonable technical support via email/Slack during the Agency's standard UK business hours 9:00 AM - 5:00 PM, Monday-Friday, excluding public holidays for issues relating to the hosting environment and the core functionality of the website as originally delivered.
5.3. Minor Content Updates & Fair Use Policy: The Care Plan also includes support for minor content updates to the existing website structure, subject to fair use.
6.1. Client Materials: The Client retains all IPR in the Client Materials provided to the Agency. The Client grants the Agency a non-exclusive, royalty-free license to use the Client Materials solely for the purpose of providing the Services.
6.2. Agency Pre-existing IPR: The Agency retains all IPR in its own methodologies, tools, know-how, pre-existing code, frameworks, and generic elements used in providing the Services.
6.3. Deliverables: Upon receipt by the Agency of full payment of all Fees due under the relevant Proposal, the Agency assigns to the Client the full Intellectual Property Rights in the final, bespoke Deliverables created specifically for the Client under that Proposal (including website code, design, and custom content written by the Agency for the Client).
6.4. Portfolio Rights: The Client agrees that the Agency may display the Deliverables (e.g., website screenshots, case study) in its portfolio and marketing materials, unless otherwise agreed in writing.
6.5. Website Credit: The Client agrees that the Agency may place a discreet credit link (e.g., "Website designed by SwanStack") in the footer of the delivered website. The Client may request removal of this credit in writing.
7.1. Each party agrees to keep confidential all Confidential Information disclosed by the other party and not to use it for any purpose other than performing its obligations under this Agreement.
7.2. This obligation does not apply to information that is publicly known, already known to the receiving party before disclosure, independently developed, or required to be disclosed by law.
7.3. This Clause 7 shall survive termination of the Agreement.
8.1. The Agency warrants that it will perform the Services with reasonable skill and care.
8.2. Disclaimer: Except for the warranty in Clause 8.1, the Agency makes no other warranties, express or implied. Specifically:
9.1. Nothing in this Agreement shall limit or exclude the Agency's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law.
9.2. Subject to Clause 9.1, the Agency's total aggregate liability to the Client arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the Fees paid by the Client for the specific Service giving rise to the claim in the preceding 12 months OR a fixed sum.
9.3. Subject to Clause 9.1, the Agency shall not be liable to the Client for any indirect, consequential, or special loss or damage, including (but not limited to) loss of profit, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption.
10.1. Term: This Agreement commences as per Clause 2.1.
10.2. Termination Notice: Either party may terminate an ongoing monthly service (Care Plan, SEO, DM) by providing at least 30 days written notice to the other party. Termination of Web Development Subscription plans is only possible after the initial 12-month term with 30 days notice.
10.3. Termination for Cause: Either party may terminate this Agreement immediately by written notice if the other party:
10.4. Consequences of Termination:
11.1. Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
11.2. To the extent the Agency processes personal data on behalf of the Client in providing the Services, the Agency acts as a Data Processor and the Client acts as the Data Controller.
11.3. The Agency shall process personal data only in accordance with the Client's lawful instructions, implement appropriate technical and organizational security measures, assist the Client with data subject rights requests, and ensure personnel processing the data are subject to confidentiality obligations.
11.4. Further details regarding data processing may be set out in a separate Data Processing Addendum if required.
11.5. The Agency's own collection and use of personal data are governed by its Privacy Policy, available on the Agency's website.
12.1. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control (including, but not limited to, acts of God, war, terrorism, pandemics, strikes, network failures, or governmental actions).
13.1. Any notice given under this Agreement shall be in writing and sent to the email address specified for each party each party in the Proposal (or as otherwise notified). Notices sent by email are deemed received on the next business day after sending, provided no delivery failure notification is received.
14.1. The parties agree to attempt to resolve any dispute arising out of this Agreement amicably through negotiation.
14.2. If the dispute cannot be resolved within 21 days of negotiation, the parties may agree to pursue mediation before initiating court proceedings.
15.1. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of Scotland.
15.2. Each party irrevocably agrees that the Scottish Courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
16.1. Entire Agreement: This Agreement (comprising these Terms and the accepted Proposal) constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, or agreements.
16.2. Amendments: No variation of this Agreement shall be effective unless it is in writing and signed by both parties.
16.3. Severability: If any provision of this Agreement is found by any court to be invalid or unenforceable, the invalidity or unenforceability shall not affect the other provisions.
16.4. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.
16.5. Relationship: Nothing in this Agreement is intended to create a partnership, joint venture, or agency relationship between the parties. The Agency acts as an independent contractor.