Terms of business

1. Definitions and agreement

“Supplier”, “we”, “us” and “our” mean London Web Factory, 19 Downs Avenue, Epsom, Surrey KT18 5HQ. “Customer” and “you” mean the person or organisation purchasing services. “Project” means the services and deliverables described in our proposal, quotation, order or other written specification. “Price” means the agreed charges.

These terms, together with the accepted proposal, specification and payment terms, form the agreement. If they conflict, the expressly agreed written proposal takes priority.

2. Our services

We will provide the Project with reasonable care and skill in accordance with the agreed specification. Dates are estimates unless we expressly agree a fixed deadline in writing. Delivery may depend on the Customer and third parties providing information, access, approvals or services on time.

Work outside the agreed specification, including additional revisions, content, integrations, support or remedial work not caused by our failure to meet the specification, may be quoted and charged separately.

3. Customer responsibilities

The Customer will provide accurate content, materials, decisions, credentials and feedback in the requested format and within reasonable timescales. The Customer is responsible for reviewing deliverables, keeping secure copies of credentials, and ensuring that its instructions, business, content and use of the deliverables comply with applicable law.

The Customer confirms that it owns, or has permission to use, all material it supplies and that our use of it for the Project will not infringe another person’s rights.

4. Changes

Either party may propose a change to the specification. We will explain any material effect on the Price, timetable or other terms. A change is binding once agreed in writing, including by email. We are not required to begin changed or additional work until the change and any related charges are accepted.

5. Review, testing and acceptance

The Customer must review deliverables and promptly identify any failure to meet the specification with enough detail for us to investigate. We will correct verified non-conformities within scope. Requests that change or add to the specification are chargeable changes.

A deliverable is accepted when the Customer confirms acceptance, uses or publishes it, or does not report a material non-conformity within the review period stated in the proposal. Acceptance does not affect rights that cannot lawfully be excluded.

6. Price and payment

The Customer will pay invoices in pounds sterling by the due date shown on the invoice. Prices exclude VAT unless stated otherwise. We may pause work, withhold delivery or restrict services while an invoice is overdue, after giving reasonable notice where appropriate.

We may charge statutory interest, compensation and reasonable recovery costs on late commercial payments. Deposits and charges for completed work, committed resources or third-party costs are non-refundable unless agreed otherwise or required by law.

7. Intellectual property

The Customer retains ownership of materials it supplies. Once all Project invoices are paid, the Customer receives the rights expressly stated in the proposal to the bespoke final deliverables created by us.

We and our licensors retain ownership of pre-existing materials, reusable tools, methods, know-how, templates, libraries and development components. We also retain all intellectual property rights in plugins and other software that we develop, and in any software rented or otherwise supplied under licence. Payment for a Project does not transfer ownership of those items to the Customer.

We grant the Customer a non-exclusive, non-transferable licence to use those items only as incorporated into the paid deliverables and for the purposes, websites and licence period agreed in the proposal or applicable licence terms. The Customer must not copy, resell, redistribute, sublicense or use them separately without our prior written permission. Third-party software, fonts, stock assets, plugins and services remain subject to their respective owners’ licence terms.

8. Hosting and third-party services

Hosting, domains, advertising platforms, search engines, payment providers, plugins and other third-party services are subject to their providers’ terms, availability and charges. Unless expressly included, the Customer is responsible for maintaining those accounts and subscriptions. We are not responsible for third-party changes, outages or acts outside our reasonable control.

9. Confidentiality and data protection

Each party will protect the other’s confidential information and use it only to perform or receive the services, except where disclosure is required by law or the information is already lawfully public. Each party will comply with applicable data protection law. Our handling of personal information is also described in our privacy policy.

10. Warranties

We warrant that we will provide the services with reasonable care and skill. Except as expressly stated and to the extent permitted by law, all other warranties are excluded. We do not guarantee particular rankings, traffic, leads, sales, advertising performance or uninterrupted operation because these depend on factors outside our control.

11. Liability

Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss or for loss of profit, revenue, business, opportunity, goodwill or anticipated savings. Our total aggregate liability arising from a Project will not exceed the Price paid or payable for that Project. The Customer remains responsible for backups and for checking deliverables before relying on or publishing them.

12. Suspension and termination

Either party may terminate if the other commits a material breach and, where it can be remedied, fails to remedy it within a reasonable period after written notice. We may suspend or terminate for non-payment, unlawful use or a serious security risk. Either party may also terminate if the other becomes insolvent or ceases business.

The Customer may cancel a Project by written notice, but must pay for work completed, committed time and non-cancellable third-party costs up to termination. Provisions intended to continue, including payment, confidentiality, intellectual property and liability clauses, will survive termination.

13. Events outside reasonable control

Neither party is liable for delay or failure caused by an event outside its reasonable control. The affected party will notify the other and will be allowed a reasonable extension. If the event continues for a substantial period, either party may terminate the affected services on written notice.

14. General

Neither party may transfer this agreement without the other’s prior written consent, except that we may use suitably qualified subcontractors and remain responsible for their work. A delay in enforcing a right is not a waiver. If any provision is unenforceable, the remainder continues in effect.

This agreement is the entire agreement about the Project and replaces previous discussions or proposals on the same subject. A variation must be agreed in writing. Notices may be sent by email or recorded delivery to the latest address provided by the receiving party.

15. Governing law and jurisdiction

This agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights that apply to a consumer.

16. Contact

Questions about these terms can be sent to info@londonwebfactory.com or to London Web Factory, 19 Downs Avenue, Epsom, Surrey KT18 5HQ.