Client Service Terms & Conditions

About these terms

These terms apply to website design and development, SEO, Website Care and related services provided by VERBOLIX (“VERBOLIX”, “we”, “us”) to you, our client (“you”).

They apply only when they are incorporated into a proposal, quotation, order confirmation, statement of work or other written agreement between us (your “Proposal”). If anything in your Proposal conflicts with these terms, the Proposal takes priority.

Submitting a form on our website, or sending us an enquiry, does not create a contract. It is simply an enquiry.

Who we work with

Our services are intended for businesses, sole traders acting for business purposes, companies, professional practices and other commercial organisations. They are not offered as consumer products. Nothing in these terms removes any rights you have by law that cannot be excluded or limited.

How a contract is formed

A contract is formed only when you accept a Proposal in the way it describes, for example by written confirmation or signature, and any conditions stated in the Proposal are met. Until then, either of us may decide not to proceed.

Scope of services

The services, deliverables, number of pages, features, revision rounds and support periods for your project are those set out in your Proposal and the package it refers to. Anything not listed is outside the scope.

Standard integrations with established third-party tools, using their normal supported methods, can be included where agreed. We do not provide:

• custom enterprise software or complex bespoke web applications
• custom databases or specialist backend systems
• complex custom API engineering
• bespoke payment-processing systems
• advanced cybersecurity consultancy
• large enterprise infrastructure

Revisions, changes and additional work

• Your Proposal states how many rounds of revisions are included.
• Further revisions, additional pages, extra integrations or other changes to the agreed scope are additional work.
• We will explain the cost and any effect on timescales before carrying out additional work, and we will only charge for it once you have agreed.
• Changing requirements after work has started may delay delivery.

Your responsibilities

To help us deliver your project, you agree to:

• give us accurate and complete information about your business and requirements
• provide content, images, logos, account access and other materials when we need them
• give feedback and approvals promptly
• check information we prepare from what you supply before it is published
• make sure claims about your business, products and services are lawful and accurate
• have the rights to use any text, images, logos and other materials you supply to us
• keep your domain name registered and renewed
• cooperate with the agreed project timeline
• review your website thoroughly before it goes live

Timescales and delays

We will work to the timescales set out in your Proposal and keep you informed of progress. Delivery dates may move if content, approvals, access or feedback are provided late, or if the scope changes.

Fees and payment

• Fees for your project are set out in your Proposal, quotation or invoice.
• The payment structure and due dates are specified in your Proposal or on the relevant invoice.
• Invoices are payable by the due date stated on them.
• Recurring services, such as SEO Growth and Website Care, are billed as set out in the applicable agreement.
• Additional work is charged only once agreed with you.

SEO services

SEO involves third-party search engines that we do not control. Search engines change their algorithms and results regularly. For that reason:

• we cannot guarantee any particular ranking, traffic level, enquiry volume or revenue
• rankings can rise and fall over time
• changes made by you or third parties to your website or online presence can affect performance
• SEO usually takes time to produce results
• paid advertising is not included unless expressly agreed in your Proposal

We will carry out the agreed SEO work with reasonable care and skill and report clearly on it.

Domain names

• You normally own your domain name, and it should remain registered in an account that you control.
• You are normally responsible for paying domain renewal costs.
• We can configure DNS settings for your website.
• Helping you set up or configure a domain does not give us ownership of it.
• We are not responsible for a domain expiring because the registrar account was not maintained or renewed, unless we have expressly accepted that responsibility in writing.

Hosting

• We may host or manage websites using reputable third-party hosting infrastructure.
• We may change the hosting platform where reasonably required, for example for performance, security or cost reasons.
• Hosting-related services cover only what is stated in your Proposal or Website Care package.
• We do not guarantee 100% uptime. Third-party infrastructure may occasionally experience outages or maintenance beyond our control.

Website Care

Where your Proposal includes Website Care, it covers:

• managed hosting administration
• deployments
• form checks and broken-link checks
• relevant dependency and security maintenance
• version history and backups, where applicable to your hosting
• performance monitoring
• minor content changes
• basic technical maintenance
• email support

Website Care does not include unlimited redesigns, unlimited development, unlimited support or custom development. Larger changes are quoted separately. The duration, billing period and notice arrangements for Website Care are set out in your Proposal or order.

Third-party services

Your project may rely on third-party services such as domain registrars, hosting platforms, analytics, email providers, scheduling tools, CRM tools, plugins and search engines. These services have their own terms, pricing and availability. We cannot guarantee that a third-party provider will not change its features or pricing, discontinue a service or experience downtime.

Moving your website

• We do not intentionally lock clients into our services.
• Your website can be moved to another suitable provider.
• Once all amounts properly due have been paid, we will provide the website source files and a reasonable handover.
• Moving a website may require changes to platform-specific features, such as forms or deployment settings.
• Migration work, DNS changes, deployment, form replacement, third-party configuration and any platform-specific redevelopment may be charged separately.

Migration is quoted separately based on scope.

Intellectual property

Your materials

You keep ownership of the content and materials you supply. You confirm that you have the rights needed to provide them and for us to use them in your project.

Bespoke project deliverables

Once all amounts due have been paid, you receive the rights agreed in your Proposal to the deliverables created specifically for your project.

Our pre-existing material

We keep ownership of our reusable components, methods, processes, internal systems, templates, know-how and pre-existing code and assets. Where these form part of your website, you receive the right to use them as part of that website.

Third-party material

Open-source software, fonts, libraries, stock assets and other third-party components remain subject to their own licences. We do not claim ownership of them.

Data protection

Your website may collect personal data from your own visitors, for example through contact forms. You are generally responsible for deciding why that data is collected, the lawful basis, the content of your privacy notice, any marketing use, retention and your choices about cookies and tracking.

We can help with the technical implementation, but we are not your legal adviser. Where we process personal data on your behalf, appropriate controller and processor contract terms may be required, and we will agree these with you where needed. How we handle our own clients’ personal information is explained in our Privacy Notice.

Confidentiality

Each of us will keep confidential any non-public business or project information received from the other, and use it only for the project. This does not apply to information that is already public (other than through a breach of this clause), that the receiving party already knew or obtained lawfully and independently, or that must be disclosed by law.

Portfolio and case studies

We will only feature your project, name or results in our portfolio, case studies or marketing where your Proposal allows it or you have given permission. We will never publish your confidential information.

Liability

• We will provide our services with reasonable care and skill.
• We do not guarantee uninterrupted operation of third-party infrastructure or services.
• We do not guarantee search rankings, traffic or revenue.
• You remain responsible for the business and legal accuracy of the content you supply or approve.
• Any specific limit on either party’s liability will be set out in your Proposal or service agreement where applicable.
• Nothing in these terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Events outside our control

Neither of us is responsible for delay or failure in performing obligations caused by events reasonably outside our control, such as widespread infrastructure outages, natural events or government action. The affected party will tell the other promptly and take reasonable steps to limit the effect. Payment obligations for work already carried out are not affected.

Cancellation and termination

Any specific cancellation or notice arrangements for your project or recurring services are set out in your Proposal or order. In addition, either of us may end the agreement by written notice if the other:

• commits a serious breach that is not put right within a reasonable time after being asked
• persistently fails to pay amounts properly due
• asks for something unlawful to be done
• becomes insolvent, where ending the agreement for that reason is legally permitted

On termination, you pay for work carried out up to that point in line with your Proposal, and we provide a reasonable handover of completed work once amounts properly due have been paid.

Complaints

If you are unhappy with our service, please use our complaints form or email info@verbolix.co.uk. Complaints about how we use personal information have their own process: see our data protection complaints page.

General

• We may update these terms from time to time. The version incorporated into your Proposal applies to your project.
• Notices and day-to-day communication between us may be given by email.
• Nothing in these terms creates a partnership or employment relationship between us.
• Only you and we have rights under the agreement. No other person may enforce it.
• If any part of these terms is found to be unenforceable, the rest remains in effect.