The terms that apply when you buy services from SpiderIT Ltd, trading as Spider Agency.
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These terms apply to all services provided by SpiderIT Ltd, trading as Spider Agency (“we”, “us”, “our”). We are a company registered in England and Wales (company number 14913228) with our registered office at 2 Gaynor Close, Wymondham, Norfolk, United Kingdom, NR18 0EA. Our VAT number is 441 8085 96. You can contact us at hello@spideragency.co.uk or on 01953 456789.
Our services are for businesses and organisations only. By accepting a proposal, paying a deposit or asking us to start work, you confirm that you are acting for business purposes and agree to these terms. They apply instead of any terms you may supply.
The contract between us is made up of the proposal or quote we send you (the “Proposal”) and these terms. If the Proposal and these terms conflict, the Proposal wins.
Our quotes and Proposals are valid for [30] days. They are based on the information you give us, so if the work turns out to be different from what was described, we will tell you and agree any change in price before carrying on. We may correct obvious mistakes in a quote, Proposal or invoice.
We will provide the services described in the Proposal with reasonable skill and care, in line with good industry practice. Dates and timescales are estimates unless the Proposal says they are fixed, and they depend on you providing content, feedback and approvals on time. We may use carefully chosen subcontractors and suppliers, and we remain responsible for their work.
If content, feedback or payment is late, we may move your project in our schedule and any agreed dates will move too. If a project is on hold for more than [60] days because we are waiting for you, we may invoice for the work completed so far.
You will reimburse us for reasonable losses, costs and claims we face because content or materials you supplied infringe someone else’s rights or break the law.
Each project includes the stages, deliverables and rounds of revisions set out in the Proposal. Unless the Proposal says otherwise, each design stage includes [two] rounds of revisions. We will ask you to approve each stage. If you do not reply within [10] working days of a request for approval, or you start using the work, that stage will be treated as approved.
Before launch we test your website on current versions of the main browsers and on mobile, tablet and desktop. We will fix any defects in our work that you report within [30] days of launch at no extra cost. This does not cover changes made by you or anyone else, third-party updates or new features.
If you ask for something that is not in the Proposal, we will tell you that it is extra work, and what it will cost, before we start. Extra work is charged at our standard rates unless we agree a fixed price, and it may affect the timescale.
Search engines and advertising platforms are run by third parties who decide their own results, rules and algorithms. We will carry out the agreed work using recognised, ethical techniques, but we cannot guarantee any particular ranking, position, amount of traffic, number of enquiries or level of sales. Results take time and can be affected by competitors, changes made by Google and other factors outside our control.
You remain the owner of your Google Business Profile, analytics and advertising accounts. Where we manage them for you, please give us user access rather than sharing your passwords. Advertising spend is paid by you directly to the platform unless we agree otherwise.
We host websites on managed UK servers through our hosting provider. We will take reasonable steps to keep your website available, secure and fast, but we cannot guarantee that it will always be available or free from interruption. We may need to carry out maintenance, which we will try to do at quiet times, giving notice where it is likely to cause downtime.
We take daily backups of the websites we host and keep them for [14] days. If something goes wrong, we will use reasonable efforts to restore your website from the most recent backup. Backups are a safeguard rather than a guarantee, so please keep your own copies of important content and data, such as product information, orders and form submissions.
You must not use our hosting for anything illegal, harmful or abusive, including spam, malware, infringing material or anything that puts our servers or other customers at risk. We may suspend a website straight away if it has been compromised, is being used in breach of this clause or is affecting other customers, and we will tell you why as soon as we can.
If you move away from our hosting, we will give you a full copy of your website files and database once all invoices are paid. Help moving your website to another provider may be charged as extra work.
Care plans include the tasks and time allowance described in the Proposal for your plan. We test and apply software updates with care and take a backup before updating, but updates released by third-party developers can occasionally cause problems. If that happens, we will put it right as quickly as we reasonably can. Unused time does not roll over to the next month [unless your plan says otherwise].
Where we register a domain name for you, it will be registered in your name or your business’s name and you will own it [confirm]. You are responsible for the renewal fees for domains, licences and other products we buy on your behalf.
Some products, such as Microsoft 365 licences, plugins, themes, fonts, stock images and payment services, are provided by third parties under their own terms, which you agree to follow. Some licences, such as annual Microsoft 365 commitments, cannot be cancelled or reduced before the end of their term. If a supplier increases its prices, we may pass the increase on with at least [30] days’ notice. We are not responsible for third-party products or services, or for changes their suppliers make to them.
Our fees are set out in the Proposal and do not include VAT, which is added at the current rate. Unless the Proposal says otherwise, website projects need a deposit of [50%] before work starts, with the balance due before launch. Ongoing services, such as hosting, care plans and SEO, are invoiced [monthly in advance].
Invoices are payable within [30] days of the invoice date. If you do not pay on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate. We may also suspend work or services after giving you [7] days’ written notice, and will restart them once your account is up to date.
We may review the prices of ongoing services once a year and will give you at least [30] days’ written notice of any increase.
Ongoing services run for any minimum term set out in the Proposal and then continue month to month. You can cancel an ongoing service by giving us [30] days’ written notice, taking effect no earlier than the end of the minimum term. Fees already paid for a period that has started are not refundable.
If you cancel a project before it is finished, you will pay for the work completed up to the date of cancellation, any third-party costs we have committed to, and a cancellation fee of 10% of the price of the remaining work. Any deposit will be put towards these amounts.
You keep ownership of all the content and materials you supply to us.
Once you have paid everything you owe for a project, you will own the design and content we created specifically for you.
We keep ownership of our own tools, code, templates, know-how and anything we created before or outside your project. Where any of these form part of your website, we give you a permanent, non-exclusive licence to use them as part of that website.
Third-party items, such as WordPress, plugins, themes, fonts and stock images, are licensed to you under their own terms. Where a premium licence is held in our name (for example a page builder or plugin licence), it is provided while you use our hosting or a care plan. If you leave, you may need to buy your own licence to keep receiving updates.
Until you have paid in full, you may only use the work for the purposes of the project. If invoices remain unpaid after we have given you written notice, we may suspend hosting or take the work offline until they are paid.
Unless you tell us otherwise in writing, we may show the work we have done for you, including screenshots and a short description, in our portfolio, case studies and marketing, and include a small credit link in your website’s footer. We will only publish a testimonial or quote from you with your permission, and we will never publish your confidential information.
We each agree to keep confidential any information about the other’s business that is not public, and to use it only to carry out the contract. This does not apply to information that is already public or that the law requires us to disclose. This clause continues after the contract ends.
We each agree to comply with the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations (together, “Data Protection Law”). Our Privacy Policy explains how we use personal data about you and your staff.
When we host, maintain or work on your website or systems, we may have access to personal data that you control, such as enquiries, customer details and orders. In that case you are the controller and we are your processor, and the data processing terms in the Schedule at the end of these terms apply.
Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.
Subject to that, we will not be liable for:Our total liability to you under or in connection with the contract, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid us in the [12] months before the event that gave rise to the claim.
All terms implied by law are excluded as far as the law allows, except that we will always provide our services with reasonable skill and care.
We will not be in breach of contract or liable for any delay or failure caused by events beyond our reasonable control, such as power or internet failures, failures of hosting or software suppliers, cyber attacks, extreme weather, pandemics, strikes or government action. We will tell you as soon as we can and do what we reasonably can to limit the impact.
When the contract ends, you will pay all outstanding invoices and for any work completed. Once you have paid, we will give you copies of your website files, content and data on request. Clauses that are meant to continue, including those on payment, ownership, confidentiality, data protection and liability, will continue to apply.
These terms and the Proposal are the whole agreement between us about the services and replace anything said or written before. Changes must be agreed in writing, which includes email from someone authorised to agree them.
You may not transfer your rights under the contract without our written consent. We may transfer the contract to another business as part of a sale or reorganisation of our business, and we will tell you if we do.
Notices may be sent by email to the addresses we normally use with each other, or by post to our registered office.
If a court decides that any part of these terms is invalid, the rest will still apply. If we delay enforcing a right, we can still enforce it later. No one other than you and us has any right to enforce these terms.
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
We may update these terms from time to time. The version in place when you accepted a Proposal applies to that project. For ongoing services, we will give you at least [30] days’ notice of any change that affects you, and the new terms will apply from the end of that notice period.
This Schedule applies where we process personal data on your behalf as your processor, as required by Article 28 of the UK GDPR.
Subject and duration: personal data held on the websites and systems we host, maintain, build or support for you, for as long as we provide those services. Nature and purpose: hosting, backing up, maintaining, developing, securing and supporting your website. Types of personal data: contact details, enquiry content, account and order details, and any other personal data that you or your website users submit. Data subjects: your customers, website users, staff and contacts.
We will:You confirm that you have a lawful basis for the personal data processed on your website, and that your instructions to us comply with Data Protection Law.
We will only transfer personal data outside the UK where Data Protection Law allows, for example to countries covered by UK adequacy regulations or under approved safeguards.
