Terms and Conditions of Service.

1.1 These terms, together with your Order Form, Proposal or online order and any applicable Service Schedule in Part B, form the contract between you and us (the "Contract").

1.2 If there is any conflict, the order of priority is: (1) the Order Form, Proposal or online order confirmation, (2) the relevant Service Schedule, (3) these core terms.

1.3 Our services are provided to businesses. By entering into the Contract you confirm that you are acting in the course of business and not as a consumer.

1.4 We may update these terms from time to time. The version in force when your Contract is formed applies to that Contract. For ongoing monthly services, we may introduce an updated version by giving you at least 30 days written notice; if you do not accept the updated terms you may end the Contract at the end of the notice period (subject to any minimum term and clause 9).

"Build Value" means the market value of the website build and setup work included in a Growth Bundle, as stated on our website or in your Proposal at the time of order.

"Business Hours" means 09:00 to 17:00 Monday to Thursday and 09:00 to 15:00 Friday, excluding bank holidays in England and Wales.

"Deliverables" means the websites, designs, content, campaigns, reports and other materials we create for you under the Contract.

"Growth Bundle" means one of our fully managed monthly packages (currently Kickstart, Accelerate and Launch Pad) that include a website build delivered within the initial period of a 12-month minimum term.

"Initial Term" means the minimum contract period for a service, as stated in the Proposal, on our website at the point of purchase, or in the relevant Service Schedule.

"Order Form" means the short document confirming your package, fees, start date and scope, which incorporates these terms when signed.

"Proposal" means the written proposal, quote or order summary we provide describing the services and charges.

"Setup Fee" means any one-off onboarding fee stated in your Order Form, Proposal or at the point of order.

"Service Schedule" means the schedules in Part B that apply to the specific services you buy.

"Third-Party Platform" means any platform, tool or service operated by someone other than us and used in delivering your services, including website build platforms (such as Lovable and Base44), hosting providers, domain registrars, Google, Meta, other advertising and social platforms, email providers and AI tools.

3.1 Buying online. If you purchase a package through our website, the Contract is formed when you complete the checkout, having ticked the box confirming you have read and agree to these terms. Our payment provider (Stripe) records the acceptance with a timestamp, and we will confirm the package purchased and the version of the terms you accepted by email.

3.2 Accepting a Proposal or Order Form. If we send you a Proposal or Order Form, the Contract is formed when you either (a) confirm acceptance by email, including confirmation that you agree to these terms via the link provided, or (b) sign the Order Form, Proposal or these terms, electronically or in writing. An email from you or your authorised representative saying you wish to go ahead is binding acceptance. Asking us to begin work is also acceptance of these terms.

3.3 Quotes and Proposals are valid for 30 days from the date issued unless stated otherwise.

3.4 These terms apply to all current and future services we provide to you unless we agree different terms in writing.

4.1 The Contract starts on the date it is formed under clause 3 and continues for the Initial Term applicable to each service.

4.2 Unless stated otherwise in your Proposal or the relevant Service Schedule:

• Growth Bundles have a 12-month Initial Term, then continue on a rolling monthly basis. Either party may end the service at or after the end of the Initial Term by giving at least 60 days written notice.
• Monthly retainers and monthly pillar packages have the Initial Term stated at purchase (for example, a 3-month minimum for Demand and Content packages), then continue monthly. Either party may end the service by giving at least 30 days written notice, expiring no earlier than the end of the Initial Term.
• One-off projects run until the project is completed and paid for.

4.3 Notice must be given in writing in accordance with clause 21.9.

5.1 We will provide the services described in your Proposal or package description with reasonable skill and care, using appropriately experienced people.

5.2 Project milestones, timelines and delivery dates are good-faith estimates, not guarantees, and time is not of the essence. We will keep you informed of progress and tell you promptly if a date needs to move.

5.3 We may use subcontractors and freelancers to deliver parts of the services. We remain responsible for work delivered under the Contract.

6.1 You will appoint a single point of contact with authority to give approvals and make decisions that bind you.

6.2 You will provide, promptly and at your own cost: the information, content, images, logins, access and approvals we reasonably need; accurate and lawful materials; and cooperation from any of your other suppliers.

6.3 You will respond to requests for feedback or approval within 5 working days unless we agree otherwise. If we do not hear from you within 10 working days of a request, we may treat the relevant work as approved so the project can progress, or pause the project.

6.4 You are responsible for the accuracy, legality and ownership of all content and materials you supply, including ensuring you have the rights to use them and that they comply with the law and any regulatory rules that apply to your business.

6.5 If your delay, missing content or lack of response holds up delivery, we may adjust timelines and charge for any additional costs reasonably incurred. If a project is paused for more than 60 days because of your delay, we may invoice for the work completed to date and treat the remaining project as a new engagement when it restarts.

7.1 Unless your Proposal says otherwise, each design or build milestone includes up to 3 rounds of revisions. Further revisions, or material changes to work you have already approved, are chargeable.

7.2 If you ask for work outside the agreed scope, we will confirm the additional cost and any timeline impact in writing before starting. Out-of-scope work is charged at our ad-hoc rate (currently £95 per hour + VAT) or at a fixed price we agree with you.

7.3 No change to scope is binding until both parties have agreed it in writing (email is sufficient).

8.1 All charges exclude VAT, which is payable in addition at the prevailing rate.

8.2 Monthly services (Growth Bundles, retainers and monthly packages) are invoiced monthly in advance and payable by automatic card payment or Direct Debit through our payment provider, or by bank transfer where agreed. Any Setup Fee plus the first monthly payment is due before work is scheduled. Setup Fees and monthly fees are non-refundable once work has begun, except where required by law.

8.3 One-off projects over £1,000 are payable 50% on acceptance and 50% on completion, meaning before go-live or 3 months from project start, whichever comes first. One-off projects of £1,000 or less are payable in full on acceptance unless the Proposal states otherwise.

8.4 Invoices are payable within 14 days of the invoice date unless the Proposal states otherwise. Time for payment is of the essence.

8.5 Charges do not include third-party costs unless expressly stated, including domain registration, hosting or platform subscriptions payable to Third-Party Platforms, advertising media spend, premium plugins or licences, stock images and print costs. Where we arrange these on your behalf we will agree the cost with you first.

8.6 Late payment. If you do not pay on time we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (currently statutory interest at 8% above the Bank of England base rate), accruing daily from the due date until payment.

8.7 Suspension. If any amount is more than 14 days overdue, or a Direct Debit fails and is not remedied within 7 days of our notice, we may suspend some or all services (including hosting and website management) until all overdue amounts are paid. We are not responsible for any loss caused by suspension under this clause. Reinstatement may be subject to a reconnection fee.

8.8 Price reviews. For ongoing monthly services we may review charges once in any 12-month period, giving at least 60 days written notice of any increase. Increases do not apply during a Growth Bundle Initial Term; the Year 2 monthly price for each Growth Bundle is as published at the time of your order.

9.1 Growth Bundles include a substantial website build, delivered within the first 30 days, whose cost is spread across the 12-month Initial Term. The monthly price is only possible because of that commitment.

9.2 If a Growth Bundle ends before the end of the Initial Term for any reason other than our uncured material breach, an early exit fee is immediately payable, equal to the Build Value for your package less the total monthly fees you have already paid under that package. If that calculation is zero or negative, no early exit fee is due.

9.3 For other services with a minimum term, if the service ends early for any reason other than our uncured material breach, the monthly fees for the remainder of the Initial Term become immediately payable.

9.4 Intellectual property in the Deliverables transfers in accordance with clause 10, which for Growth Bundles requires payment of all sums due under this clause 9.

10.1 What you own. On receipt by us of all sums due under the Contract ("Full Payment"), we assign to you the intellectual property rights in the Deliverables created specifically for you. For one-off projects, Full Payment means payment of all invoices for that project. For Growth Bundles, Full Payment means either completion of the Initial Term with all monthly fees paid, or payment of all fees due including any early exit fee under clause 9.

10.2 Until Full Payment. Until Full Payment, we grant you a non-exclusive licence to use the Deliverables for your business for the purpose for which they were created. This licence ends automatically if the Contract is terminated for your non-payment and any sums remain unpaid.

10.3 What we keep. We retain all rights in our pre-existing materials, tools, know-how, code libraries, templates, frameworks, prompts and processes, including anything created before or outside the Contract. Where any of these are embedded in the Deliverables, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of the Deliverables.

10.4 Third-party materials. Stock images, fonts, themes, plugins and other third-party materials are licensed, not owned, and your use is subject to the licensor's terms. We will tell you about any material restrictions we are aware of.

10.5 Your materials. You retain ownership of the content and materials you supply, and you grant us a licence to use them to deliver the services.

10.6 Domains. Your domain name is registered in your name (or transferred to your name where we register it on your behalf) and remains yours regardless of the status of the Contract.

11.1 Websites we build include a small "Site by Roddy Digital" credit and link in the footer.

11.2 You may ask us to remove the credit at any time for a one-off fee of £250 + VAT, or such other fee as is stated in your Proposal.

12.1 Each party will keep the other's confidential information confidential, use it only for the purposes of the Contract, and disclose it only to those employees, contractors and advisers who need it and are bound by equivalent obligations, or where disclosure is required by law.

12.2 This clause survives the end of the Contract.

13.1 Both parties will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

13.2 Where we process personal data on your behalf (for example, data about your customers held on your website or in your marketing tools), you are the controller and we are the processor. We will process that data only on your documented instructions, keep it secure, ensure our people are bound by confidentiality, assist you with your legal obligations where reasonably required, and delete or return it at the end of the Contract at your choice.

13.3 You authorise us to use sub-processors in delivering the services, including hosting providers, website build platforms, email and analytics providers and AI tools. We will remain responsible for their processing and will ensure appropriate safeguards are in place for any transfers outside the UK.

13.4 Our privacy policy at roddy.digital explains how we handle personal data as a controller.

14.1 Our services depend on Third-Party Platforms. Your use of any Third-Party Platform is subject to that platform's own terms, which you accept where you hold the account.

14.2 Unless your Proposal states otherwise, platform accounts and subscriptions relating to your website (including the build platform, hosting and domain) are held either in your name or in ours on your behalf, as stated at the point of order. Where we hold an account on your behalf, we will transfer it to you (where the platform allows) on request following Full Payment, and any transfer or handover work is chargeable under clause 17.5.

14.3 We are not responsible for the acts, omissions, outages, price changes, feature changes or discontinuation of any Third-Party Platform. If a platform change materially affects our ability to deliver a service, we will propose a reasonable alternative and agree any changes with you; if no reasonable alternative exists, either party may end the affected service without penalty beyond sums due for work already delivered.

15.1 Digital marketing outcomes depend on factors outside our control, including search engine algorithms, advertising platform behaviour, competitor activity and market conditions. We do not guarantee any particular search ranking, traffic level, lead volume, conversion rate, engagement level, follower count or revenue outcome, and no such guarantee is implied by anything in a Proposal, on our website or in our reporting.

15.2 Estimates, forecasts, projections and "market value" comparisons are illustrative only.

16.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, neither party is liable to the other for any indirect, consequential or special loss, or for loss of profit, loss of business, loss of anticipated savings, loss of data or loss of goodwill, even if advised of the possibility.

16.3 Subject to clause 16.1, our total aggregate liability to you arising in connection with the Contract, whether in contract, tort (including negligence) or otherwise, is limited to the total charges paid by you under the Contract in the 12 months before the event giving rise to the claim.

16.4 Subject to clause 16.1, we are not liable for loss arising from: content or materials you supplied or approved; your failure to comply with your obligations; hosting, internet, telecoms or power outages; hacking, malware or denial-of-service attacks despite our reasonable security measures; Third-Party Platform failures under clause 14.3; suspension under clause 8.7; or deletion of files after termination in accordance with clause 17.6.

16.5 You will indemnify us against losses, claims and costs arising from claims that materials you supplied infringe a third party's rights, or from your breach of clause 6.4 or of any Service Schedule warranty relating to your content or your use of the services.

16.6 Except as set out in the Contract, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

17.1 Either party may terminate a service by notice under clause 4 (subject to clause 9 for minimum-term services).

17.2 Either party may terminate the Contract immediately by written notice if the other: (a) fails to pay any sum due and does not pay within 14 days of a written reminder; (b) commits a material breach which is incapable of remedy, or fails to remedy a remediable material breach within 14 days of written notice; (c) repeatedly breaches the Contract; or (d) becomes insolvent, enters administration or liquidation, makes an arrangement with creditors, or stops or threatens to stop trading.

17.3 Termination does not affect rights and obligations accrued before termination. All unpaid sums for work performed, plus any sums due under clause 9, become immediately payable.

17.4 Clauses intended to survive termination (including clauses 10, 12, 13, 15, 16, this clause 17, 19 and 21) continue in force.

17.5 Handover. On request following Full Payment, we will provide reasonable handover assistance, including exporting website files and content, transferring platform accounts where the platform allows, and providing login credentials we hold on your behalf. Handover work beyond 2 hours is chargeable at our ad-hoc rate.

17.6 Deletion. Unless we agree otherwise, we may permanently delete website files, backups, content and other data we hold for you 30 days after the Contract ends. It is your responsibility to request an export before then.

18.1 Neither party is liable for delay or failure caused by events beyond its reasonable control. The affected party will notify the other and performance will be extended by the period of delay. If the delay exceeds 60 days, either party may terminate the affected service on 7 days written notice.

19.1 You agree that we may identify you as a client and showcase the Deliverables (for example, on our website, in proposals and on social media) as part of our portfolio, unless you ask us in writing not to, or your Proposal states otherwise. We will not disclose your confidential information in doing so.

20.1 During the Contract and for 6 months afterwards, neither party will solicit for employment or engagement any employee or contractor of the other who was materially involved in the services, without the other's written consent. This does not prevent hiring through general public advertising.

21.1 Entire agreement. The Contract is the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions and representations. Neither party relies on any statement not set out in the Contract, and neither party has any claim for innocent or negligent misrepresentation based on any statement in it.

21.2 Variation. Except as set out in clauses 1.4 and 8.8, no variation of the Contract is effective unless agreed in writing by both parties.

21.3 Waiver. A failure or delay in exercising a right is not a waiver of it.

21.4 Severance. If any provision is found invalid or unenforceable, it is deemed modified to the minimum extent necessary or, if that is not possible, deleted, and the rest of the Contract remains in force.

21.5 Assignment. You may not assign or transfer the Contract without our written consent (not to be unreasonably withheld). We may assign or transfer the Contract on notice to you, and may subcontract under clause 5.3.

21.6 No partnership or agency. The Contract does not create a partnership, joint venture or agency between the parties.

21.7 Third-party rights. No one other than the parties has any right to enforce the Contract.

21.8 Rights and remedies. Rights under the Contract are in addition to rights provided by law.

21.9 Notices. Formal notices must be in writing and sent by hand, post or email to the addresses in the Order Form or Proposal (or, for us, to hello@roddy.digital). Notices are deemed received: by hand, on delivery; by first-class post, on the second working day after posting; by email, at 9am on the next working day after sending, provided no bounce-back is received.

22.1 The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.