Terms and Conditions

Supplier: THE A EU OÜ, a private limited company registered in Estonia in the Estonian Commercial Register under registry code 16643088

Registered office: Tuuliku tee 4c, 10621 Tallinn, Estonia

Registration date: 2 January 2023

VAT identification number: EE102578456

Management Board member and authorised representative: Anton Homza

Company website (THE A EU OÜ): https://www.theamarketingagency.com/

Company email (THE A EU OÜ): [email protected] | [email protected]

Service / trading name: Aspthea

Service website (Aspthea): aspthea.com

Service email (Aspthea), for all matters, including contractual notices, cancellations, billing, support and data protection requests: [email protected]

WhatsApp (messages and calls): +44 7389 769266

1. These terms

1.1 These Terms apply to the website design, development, setup and launch services we provide to the business identified in the signed Order Form (the “Client” or “you”). Together, the signed Order Form, these Terms and our Refund and Cancellation Policy form your contract with us. The Care Plan Subscription Terms apply only if you expressly choose the Care Plan by ticking the Care Plan box in the Order Form; the Order Form records either that choice or that you do not take the Care Plan. The Data Processing Agreement (“DPA”) applies where we process personal data on your behalf, in the version for where you are established: for a client established in the United Kingdom, the version for UK clients; for any other client, the version for EU and other clients; our own Privacy Policy explains our separate use of business-contact and billing data. We will give you a copy of each applicable document before you sign the Order Form, including the Care Plan Subscription Terms if you select that service.

1.2 If the documents conflict, an expressly agreed variation in the Order Form takes priority; the DPA takes priority on the processing of personal data; these Terms otherwise take priority over the incorporated policies. A later version of any document does not change an existing Order unless we both agree to that change in writing.

1.3 We accept orders under these Terms only from a person acting for the purposes of a trade, business, craft or profession. We do not accept orders from consumers. The Order Form must identify the actual contracting person or entity, its country and its business registration number or VAT number. A signatory for a company or other organisation confirms that they have authority to bind it; a signatory for an unincorporated business must identify the proprietor or partners. Merely describing a purchaser as a business does not take away mandatory consumer rights if the purchaser is in fact acting as a consumer. If you are not buying for your business, do not sign the Order Form: tell us and we will not proceed.

1.4 No term you put forward, including in a purchase order, forms part of the contract unless both parties expressly accept it in writing. The contract takes effect when both parties sign the Order Form. Each party should keep its signed copy and the incorporated documents supplied with it.

1.5 A “Business Day” is Monday to Friday, excluding public holidays in the country whose law governs this contract under clause 12.7: England and Wales, or Estonia. The “Website” is the website described in the Order Form. The “Specification” is the set of pages, functions, integrations, content work and other deliverables expressly selected in the Order Form or an agreed written change order. “Launch” means the first authorised public availability of the agreed production Website at the agreed URL after it is materially ready for the agreed use, as explained in clause 5.1; a demonstration, preview or premature publication is not Launch. “Initial Payment”, “Balance” and “build price” mean the respective amounts stated in the Order Form. References to writing include email sent to the addresses identified under clause 12.8.

2. What we provide

2.1 We will design, build, reasonably test, deploy and launch the Website described in the Specification, using reasonable care and skill. A demonstration or sales discussion illustrates what may be possible but does not add a feature to the Specification unless it is recorded in the Order Form or an agreed change order. We may choose reasonable technical methods while delivering the agreed functions.

2.2 Unless the Order Form says otherwise, the standard package includes:

• design and build of the agreed pages;
• writing the text for the agreed pages under clause 2.7;
• deployment to a live hosting environment;
• setup of hosting in our Cloudflare account under clause 7.3 and, where purchased, a domain registered in your name;
• launch of the Website to the public internet; and
• an initial support or defect-correction period as stated in the Order Form and clause 5.3.

The Order Form determines which optional functions are included. A mobile-optimised layout, enquiry form, map and opening hours, photo gallery or online booking integration is included where the corresponding item is selected or expressly described there; an unchecked item is not included merely because it appears in a demonstration.

2.3 A page, feature, integration, content service or continuing support not included in the Specification is outside the build price. We will identify the scope, price and any effect on timing in a written change order and will not begin chargeable additional work until you approve its price or hourly rate in writing. Asking us for a quote does not create a charge.

2.4 We may use third-party software, frameworks, templates, hosting providers and AI-assisted tools, including services that generate or edit images and video (such as Higgsfield). We remain responsible for our agreed work meeting the Specification. We will review material generated with such tools before incorporating it into the Website. We will submit your photographs, logos and other materials to an image or video generation or editing service only to create images and video for your own Website, and only if you have ticked the AI-tools consent box in the Order Form. Under its own terms, such a service may use the uploaded material to train its models; the Order Form says so next to the box. Without that tick, your materials are not submitted to such services. You may withdraw that consent for future work by email. We will not submit your confidential information or personal data to a third-party AI tool without your prior written authorisation and the confidentiality and data protection arrangements required for that use.

2.5 We may use qualified subcontractors but remain responsible for their contractual performance. We will obtain the rights needed to pass on the intellectual property rights described in clause 8. Access to personal data by a subcontractor or other provider is subject to the DPA and applicable data protection law.

2.6 If the Specification includes legal pages, consent settings, accessibility features or a third-party booking, analytics or payment integration, the Order Form must identify what we are to prepare or configure. You must accurately describe the business practices and providers those items are intended to reflect. We will distinguish our own company policy from a policy prepared for your website, identify any client-specific information needed before publication and not publish a client policy with unresolved material placeholders. Client-site policies and statements depend on your actual practices and must be approved by you before publication. Unless specialist legal review is expressly included in the Specification, providing or publishing a template is not a warranty that your business practices or text comply with every law applicable to you. We remain responsible for drafting or configuring any item expressly included in the Specification and for an error we cause; you must tell us if your practices or providers change after approval. Your approval does not excuse an error in our own agreed configuration or implementation.

2.7 Unless the Order Form says otherwise, the build includes the text for the agreed pages: we write it from the information you give us, and you check its factual accuracy before approval under clause 3.1. You supply the photographs; professional photography is not included and can be quoted separately under clause 2.3.

2.8 Before you order, we may prepare, free of charge and without obligation on either side, a preview of part of the Website using materials you send us (a “Preview”). Until both parties have signed the Order Form and we have received the Initial Payment, the Preview belongs to us: you may view it, but you may not publish or copy it or have it reproduced by anyone else. Your own materials remain yours; we use them only to prepare and show you the Preview, and we do not submit them to an image or video generation or editing service for it. If no Order Form is signed within 30 days after we send you the Preview, we will delete the Preview and the materials you sent us for it. Preparing a Preview is not substantive work for the purposes of clause 6.3 and creates no charge. Once the Order Form is signed and the Initial Payment received, the Preview becomes part of the work under these Terms and clause 8 applies to it.

3. Your responsibilities

3.1 You will promptly provide the accurate business details, text, images, logos, opening hours, price lists, service descriptions, licences, permissions, access and decisions reasonably needed to complete the Specification, in a usable format and by any dates agreed in the Order Form. You will check your published business information, booking rules and factual claims before approving them and tell us promptly if anything changes. We will flag an obvious inconsistency we notice but remain responsible for correctly implementing the information and instructions you provide.

3.2 You confirm that you own or have permission to supply and use your text, logos, images and other materials for the agreed Website, and that materials and instructions you provide do not unlawfully infringe another person’s rights. You will indemnify us against reasonable, evidenced damages, settlements and legal costs arising from a third-party claim that your supplied materials or express instructions infringe another person’s rights, contain unlawful content or materially misstate your business facts, except to the extent the claim results from our own breach, negligent alteration or unauthorised use. We will promptly notify you of the claim, allow you reasonable control of its defence, subject to our consent before a settlement admits wrongdoing on our part, and take reasonable steps to mitigate loss. We may, on notice where practicable, temporarily remove the particular disputed material if reasonably necessary to limit ongoing infringement or unlawful publication.

3.3 You will nominate one person with authority to approve the design, content and agreed changes. We may rely on that person’s decisions until you tell us in writing that their authority has changed. An approval relates only to the material reasonably available to that person for review and does not excuse our failure to deliver the Specification.

3.4 If we are waiting for material, access or approval from you, the affected delivery timetable pauses. We will identify what is missing and give a reasonable revised timetable when it is supplied. If it is still missing 14 days after a written reminder, we may pause the affected work and invoice an already due agreed stage charge or separately approved work actually performed, but we may not bring forward the entire Balance merely by issuing an invoice before Launch. If it remains missing for 30 days, we may treat the project as dormant. Restarting may require a revised timetable and an agreed quote for any new work; dormancy alone does not make the entire unpaid Balance due before Launch. We may end a dormant project only by giving a further seven days’ written notice and accounting for work and costs under clause 10 and the Refund and Cancellation Policy.

3.5 You will keep your own copies of material you give us and take reasonable measures to secure accounts you own, including promptly changing a compromised password and telling us about access that may affect our work. If you intend the Website to collect sensitive information or use a service not identified in the Specification, you must tell us before the relevant feature is configured so that the parties can address its technical and data protection requirements.

4. Revisions and approval

4.1 The build includes two consolidated rounds of reasonable revisions to the agreed design before Launch. Further revisions may be charged only at a fixed price or hourly rate approved by you in writing before we begin the additional work. The included rounds do not become a continuing right to request edits after Launch; any selected Care Plan is governed by its own terms.

4.2 A revision is a reasonable change to the text, images, colours or layout of an agreed page without changing its underlying function or design direction. One round is one combined list of changes following review of a proof. A new page, design concept, feature or third-party integration is additional work requiring the written agreement described in clause 2.3.

4.3 When we give your nominated contact a usable proof or preview link and identify what is ready for review, you will approve that material or give us one consolidated list of required changes within five Business Days of receipt. If we do not hear from you within that period, the aspects reasonably available for review are treated as approved for the purpose of progressing towards Launch. We may send a reminder, but a reminder does not extend the five-Business-Day period unless we agree otherwise in writing.

4.4 We will tell you if a requested change affects the agreed price, technical feasibility, third-party costs or target date before undertaking that change. Neither party is bound to a change in scope, price or timing until it has been agreed in writing by authorised representatives.

4.5 A deemed approval under clause 4.3 does not amount to approval of an undisclosed function, a hidden defect or work materially different from the Specification. We will address a material defect we identify before treating the affected agreed function as complete.

5. Launch and acceptance

5.1 The Website is Launched when, after the agreed functions are materially ready for ordinary use and reasonable pre-launch checks under clause 5.4 have been performed, we first make the authorised production Website publicly accessible at the agreed URL. An unapproved test, demonstration, password-protected preview or mistaken premature publication is not Launch. We will promptly send you written notice identifying the Launch date, URL, live enquiry or booking destination and any disclosed outstanding item. The notice records Launch; a delay in sending it does not change the actual Launch date or the Balance due date under clause 6.2.

5.2 At Launch we will issue a Handover Certificate identifying the live URL, delivered pages and agreed features, relevant accounts and access (by account identifier only; passwords are never recorded in it, see clause 7.6), and known outstanding items. Acceptance occurs on the earliest of your signing it, your written approval or five Business Days after Launch without a reasoned written objection identifying a material failure to meet the Specification, provided we have sent the Launch notice. If that notice is sent later than Launch, the five-Business-Day objection period begins when it is sent. Signing or deemed acceptance evidences delivery; it does not waive a notified defect, clause 5.3 or a remedy that cannot lawfully be excluded.

5.3 For 14 days after Launch, you may report a reproducible defect that causes the Website materially not to perform as described in the Specification. We will investigate it and, if caused by our work, correct it without an additional charge within a reasonable time appropriate to its severity. We will prioritise a broken agreed enquiry or booking flow. This correction period does not limit a remedy that cannot lawfully be excluded, including for a defect discovered later. Changed requirements, unauthorised changes by you and independent third-party failures are not included in free correction except to the extent that our defective configuration or other breach caused or contributed to the failure.

5.4 Before Launch we will perform reasonable checks of the agreed pages, primary enquiry and booking flows, mobile presentation and links within our control. You will check that your own mailbox, booking account and business information operate as intended and promptly report a failed enquiry or booking. We will tell you about a known material third-party limitation or agreed outstanding item at handover.

6. Price and payment

6.1 The build price, Initial Payment and Balance are exactly as stated in the Order Form. Before signature, the Order Form must identify whether each quoted price includes or excludes any legally chargeable VAT. Our invoice will reflect the correct treatment, including any applicable reverse charge, having regard to your established location, tax status and the place of supply. We do not add an unstated amount to an agreed inclusive price. The payment amounts, methods and due dates stated in the signed Order Form and these Terms prevail over general payment wording on an invoice; issuing an invoice with a different administrative due date does not defer or accelerate the Balance due on Launch.

6.2 Unless the Order Form expressly says otherwise:

• the Initial Payment is due after both parties sign the Order Form, before substantive work begins;
• the Balance is due on Launch, when the Website becomes publicly accessible; and
• if you select the optional Care Plan by ticking it in the Order Form, it starts on Launch with its first 14 calendar days free, or any longer free period stated in the Order Form, and the monthly charge begins at the end of that trial: from £29 to £59 per month for a client established in the United Kingdom and from €29 to €59 per month for any other client, as stated in the Order Form, billed monthly in advance by the payment method selected for the Care Plan in the signed Order Form and governed by the Care Plan Subscription Terms. The Launch notice will identify the trial dates and the provider’s intended first collection and subsequent monthly billing dates. The included edit requests and excluded work are described in the Care Plan Subscription Terms; hosting of the Website in our account and backups are provided as part of the Care Plan.

We invoice the Initial Payment and the Balance, and you pay them by bank transfer to THE A EU OÜ’s company bank account. A build charge may be paid by card through THE A EU OÜ’s Stripe account only in an exceptional case where the Order Form expressly provides for it. The Care Plan is paid as a card subscription through THE A EU OÜ’s Stripe account or, where the Order Form so provides, by monthly invoice and bank transfer. The payment method for each charge is recorded in the signed Order Form; a payment link is used only to pay under that signed contract.

6.3 The Initial Payment is credited against the total build price. We intend to begin substantive project work promptly after receiving cleared funds. Within one Business Day after receipt we will either confirm in writing the substantive work actually begun and any non-cancellable third-party purchase made for your project, or tell you that work has not yet begun. A confirmation cannot establish commencement by itself if substantive work was not actually begun. If we have not begun work, the Initial Payment remains subject to the pre-commencement refund rule in the Refund and Cancellation Policy. Once work has commenced and been confirmed, the Initial Payment is non-refundable if you cancel for convenience before Launch, subject to clause 10, our Refund and Cancellation Policy, our own material breach and any mandatory legal remedy.

6.4 We may withhold an unlaunched deliverable where a sum already due remains unpaid, where lawfully permitted. If an undisputed sum remains unpaid for more than seven days, we may suspend an ongoing service that we control only after written notice and a reasonable further opportunity to pay. We will not disable, delete or redirect a domain, hosting account or booking account held in your name, or change the DNS records of such a domain, as a collection measure. Suspension of hosting that we control must preserve your lawful access to your data and the transition rights in clause 7. Cancelling the Care Plan while all charges due for it are paid does not take the Website offline before the end of the Transition Period under clause 7.3.

6.5 Where the law of England and Wales governs this contract under clause 12.7 and the Late Payment of Commercial Debts (Interest) Act 1998 applies to a qualifying business debt, including any applicable conflict-of-laws condition, we may claim statutory interest at eight percentage points above the Bank of England base rate and any fixed compensation permitted by that Act. Where the law of Estonia governs this contract under clause 12.7 and a sum properly due is not paid on time, we may claim late-payment interest under § 113 of the Estonian Law of Obligations Act (Võlaõigusseadus) at the European Central Bank base rate plus eight percentage points a year, and the fixed compensation of 40 euros provided by § 113¹ of that Act. We will not claim interest or compensation under either of these provisions where it does not apply. We may pursue other lawful remedies for a properly due debt.

6.6 If you genuinely dispute part of an invoice, you must tell us promptly what you dispute and why, and pay the undisputed part when due. We will cooperate to resolve the disputed part. A payment dispute does not permit us to deny you lawful access to accounts held in your name. Payments taken in error are dealt with under the Refund and Cancellation Policy.

6.7 Prices and payments are in the currency stated in the Order Form: pounds sterling (GBP) for a client established in the United Kingdom and euros (EUR) for any other client, unless the Order Form states another currency. Each party bears its own bank and payment charges. A bank transfer must be made so that the full invoiced amount reaches our account; an amount not received because of transfer charges remains due.

7. Domain and hosting

7.1 Where the Order Form includes domain registration, the domain is registered in your name: you will be the domain registrant, with your own billing and account-recovery details, and the domain stays yours. We may hold delegated administrative access only to carry out the agreed work. We will not register a Client-owned domain in our name or conceal your account access. Unless the Order Form expressly records a different hosting arrangement, the Website is hosted in our Cloudflare account under clause 7.3.

7.2 Where an account is in your name, you are responsible for its renewal fees, provider terms and current payment details. We will identify renewal dates and charges available to us at handover. Unless the Care Plan or another written agreement expressly includes renewal management, we do not undertake to renew a Client-owned account. We are not responsible for an outage caused solely by your failure to renew such an account, but remain responsible for our own agreed setup and configuration.

7.3 Unless the Order Form expressly records a different hosting arrangement, we host the Website in our own Cloudflare account (Cloudflare Pages), and after Launch hosting is provided as part of the Care Plan. While we host the Website, the DNS records of your domain are managed in our Cloudflare account so that the domain can be connected to the Website; the registration of the domain and your account with its registrar remain yours, and you may point the domain elsewhere at any time. When the Care Plan ends for any reason, or at Launch if you have not selected the Care Plan, we will keep the Website online from our account for a further 30 days (the “Transition Period”). On request made before the Transition Period ends, we will provide a reasonably usable export of the Website files, a list of the DNS records we manage for your domain and up to two hours of reasonable migration assistance without an additional service charge. Further migration work requires an agreed quote before it begins. After the Transition Period we may remove the Website and those DNS records from our account, having told you the removal date in writing at least seven days in advance. If you have not pointed the domain elsewhere by then, services that rely on those records, such as email at your domain, stop working until you do. Removing them does not affect the registration of your domain: we will not transfer, redirect or otherwise change a domain registered in your name. Export remains subject to the disclosed technical limits and licences of the chosen platform and third-party materials. We will give reasonable notice before deleting a requested export, unless immediate action is required by law or to address a serious security threat. After the Care Plan ends, any residual project files and backups may be deleted after 90 days in accordance with the Care Plan Subscription Terms; personal data must instead be returned, retained or deleted as the DPA and applicable law require.

7.4 We do not guarantee uninterrupted availability of an independent hosting, registrar or booking provider. We will use reasonable care when selecting or configuring a provider within the agreed scope, use an account or plan permitted for the Website’s commercial use, and notify you of a material provider limitation or recurring charge we discover before activating it. If a provider materially changes or withdraws its service, we will discuss options. Replacement or migration outside the Specification is additional work unless necessary to remedy our breach.

7.5 You pay any third-party charges and renewals identified in the Order Form. We will identify a paid subscription needed for the agreed setup before activating it, and disclose a material licence or platform restriction affecting the ordinary use or export of the Website before you approve that item.

7.6 At Launch we will hand over agreed deliverables, account identifiers, administrative access to which you are entitled and reasonable operating or deployment information. Passwords and other secrets will be transferred securely and separately from the Handover Certificate, which records account identifiers only and never contains a password. While we host the Website under clause 7.3, our hosting account is not handed over; your access to the Website files is through the export described in that clause. On termination or expiry of support, we will reasonably cooperate with a transition and return or deal with your materials and data in accordance with clauses 7.3 and 11 and the DPA.

8. Intellectual property

8.1 “Custom Work” means the original final design, page content and code created by us specifically for you under the Specification, excluding your materials, our reusable materials and third-party materials. When the full build price is paid, we assign to you all copyright that we own in the Custom Work, including by present assignment of future copyright to the extent permitted by law, for the full period of protection throughout the world. The assignment is made through these Terms incorporated into the Order Form signed by our authorised representative. We will obtain the rights needed from our contributors and provide reasonable further documents, at your expense, where needed to perfect your title.

8.2 We retain our pre-existing and reusable templates, code components, libraries, frameworks, tools and know-how (“Supplier Materials”). We grant you a perpetual, worldwide, non-exclusive and royalty-free licence to use, copy and adapt those materials, and have another provider maintain them, to the extent incorporated in or reasonably necessary to operate, maintain or migrate the delivered Website. This does not permit separate resale or extraction of our reusable tools.

8.3 Fonts, stock images, plugins, booking platforms, open-source software and other third-party materials are subject to their own licences and are not assigned by us. We will disclose material continuing charges or restrictive licence conditions relevant to normal use before you commit to them and at handover. You must comply with those disclosed terms, and applicable open-source notices remain in effect.

8.4 Until the full build price has been paid, copyright in Custom Work is not assigned. You may review work supplied for approval and operate a Website already Launched under a limited licence pending payment, without losing your rights in materials you supplied or accounts you own. Our remedies for a properly due unpaid sum are governed by clause 6. We will not suggest that your use of a Website which we ourselves have Launched is automatically unauthorised solely because the Balance became due at Launch.

8.5 We may show publicly available screenshots of the Website and your business name in our portfolio, case studies and marketing unless you opt out in writing. We will not reveal confidential information, unpublished customer data or suggest your endorsement. After an opt-out, we will stop new uses and make reasonable efforts to remove existing material from channels we control.

8.6 You grant us a non-exclusive licence during the contract to use text, logos, images, data and other materials you provide only as reasonably needed to perform and show you the agreed work. Your responsibility for supplying lawful materials and our handling of a third-party claim are described in clause 3.2. Your materials remain yours.

8.7 We will not knowingly incorporate material into Custom Work without rights sufficient for its agreed use. If a third party alleges that Custom Work created by us infringes its intellectual property rights, you will notify us promptly and reasonably cooperate in addressing the allegation. Where attributable to our work, we may obtain the necessary right, replace or modify the affected work without materially reducing the agreed functionality, or agree an appropriate remedy under clauses 9 and 10. This does not apply to your materials, a use you directed outside the Specification or a later modification made without our involvement.

8.8 A right that cannot lawfully be assigned or waived remains with its holder. To the extent any right in Custom Work cannot be assigned, we grant you, on full payment of the build price, the broadest perpetual, worldwide and transferable licence to use, reproduce, adapt and maintain that work permitted by law.

9. Warranties and liability

9.1 We will provide the agreed services with reasonable care and skill. We are responsible for an error in our own agreed work or configuration notwithstanding your approval of a design or our use of a third-party component.

9.2 We do not promise any particular number of enquiries, bookings or customers, search ranking, revenue or other commercial result. Figures or forecasts discussed in a sales conversation are illustrative unless expressly included as a contractual promise in the Order Form.

9.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, a liability that cannot lawfully be limited or an individual’s statutory data protection rights. An exclusion or limit in our standard business terms applies only so far as lawful and reasonable under applicable law.

9.4 Subject to clause 9.3 and applicable law, we are not liable for loss of profit, business, revenue, goodwill or anticipated savings, or for indirect or consequential loss. This exclusion does not bar direct and reasonably foreseeable loss proved to result from a material failure of an expressly agreed core enquiry or booking function to the extent excluding that loss would be unreasonable or unenforceable under applicable law. Any such recoverable loss remains subject to the lawful limit in clause 9.5. Each party will take reasonable steps to limit its loss.

9.5 Subject to clause 9.3 and to the extent permitted by applicable law, our total aggregate liability arising from the relevant Order, in contract, tort (including negligence) or otherwise, is limited to the total sums actually paid by you to us under that Order in the 12 months before the claim arose. The limit applies to all claims under that Order together. It does not limit your obligation to pay properly due fees.

9.6 You will keep a copy of material you give us and take reasonable steps to protect accounts you own. If you select the Care Plan, our backup and restoration obligations are as stated in the Care Plan Subscription Terms. Neither party is relieved of responsibility for loss caused by its own breach merely because the other maintains a backup.

10. Termination

10.1 Either party may terminate this contract by written notice if the other commits a material breach and fails to remedy it within 14 days after receiving notice describing the breach and the action reasonably required to remedy it. Termination may be immediate where the breach cannot be remedied, or on the other’s insolvency to the extent permitted by applicable law.

10.2 If the build ends before Launch, we will account for work actually performed and properly committed third-party costs in accordance with clause 10.4 and the Refund and Cancellation Policy. The Initial Payment remains subject to clause 6.3. We will not charge twice for the same work or cost. If termination follows our material breach, the non-refundable treatment of the Initial Payment does not remove an appropriate refund, damages or other remedy available under applicable law.

10.3 Termination of the build does not automatically terminate a Care Plan that has already begun; it can be cancelled under its own terms. When the Care Plan ends, the Website stays online for the Transition Period under clause 7.3, and a domain held in your name is not affected. If the Website never Launched, a Care Plan that was to start on Launch does not start or become billable merely because the build ends.

10.4 You may cancel the build by email at any time before Launch. If, when your cancellation reaches us, either substantive work has not actually begun or our written commencement confirmation under clause 6.3 has not been sent, the Initial Payment will be refunded less documented, non-cancellable third-party costs incurred on your behalf under the Refund and Cancellation Policy. Work begun without the required confirmation, or a confirmation sent without work beginning, does not make that payment non-refundable. Once substantive work has begun and been confirmed, the Initial Payment is non-refundable on cancellation for your convenience and credited against the build price. We may charge for additional work actually done beyond that payment only at a stage price or rate agreed in writing before the work was done, plus approved, documented, non-cancellable third-party costs not already covered. Cancellation alone does not make the entire unpaid Balance due before Launch. We will give you an itemised account.

10.5 On termination, you retain your own materials, domain and accounts held in your name. Unfinished work and Custom Work not assigned under clause 8 remain subject to our rights, without affecting your remedies for our breach. We will cooperate with the access and export obligations in clause 7 and return or delete personal data under the DPA. Termination does not extinguish accrued claims, payments properly due or obligations intended to continue.

11. Confidentiality and data protection

11.1 Each party will use the other’s non-public commercial, technical and financial information only for this contract, protect it with reasonable care and disclose it only to personnel, advisers and suppliers who need to know and are bound by appropriate confidentiality duties. Information already lawfully known, independently developed, lawfully obtained from a third party or public without breach is excluded. Disclosure required by law is permitted, with advance notice where lawful and practicable. This duty continues while the information remains confidential.

11.2 Where we access or otherwise process identifiable Website visitor, enquiry or booking data solely on your instructions, you are the controller and we are the processor under the DPA. For our own prospect, client-contact, billing and business-administration data, we are an independent controller under our Privacy Policy. As we are established in Estonia, the EU GDPR applies to our processing within its territorial scope; UK GDPR may also apply to particular UK activities or processing. Before we process live personal data on your behalf, the parties must complete a DPA that reflects the actual services, the controller and processor roles, their locations, the providers used and the requirements of each applicable data protection regime. Choosing English or Estonian law for this contract under clause 12.7 does not displace those mandatory duties.

11.3 A hosting, booking, analytics or payment provider may act as a sub-processor or an independent controller depending on its actual role. We will identify the real data flow and relevant providers in the Order Form or DPA before the relevant collection begins. Neither party may rely on a label in these Terms to avoid its duties under applicable data protection law.

11.4 Each party will share credentials by a reasonably secure method, limit access to authorised persons and promptly tell the other about a suspected account compromise relevant to the Website. Our security, breach-notification and assistance duties when we act as processor are governed by the DPA.

11.5 You decide what information your business collects through the Website, which marketing activities it conducts and which third-party services it uses. You will provide accurate facts needed for any agreed privacy notice, cookie notice, consent setting or other legal page and promptly notify us if those facts change. We remain responsible for drafting or implementing those items to the extent expressly included in the Specification.

12. General

12.1 We may use subcontractors as provided in clause 2.5 and remain responsible for the performance of our contractual obligations. Nothing in our use of a subcontractor changes the ownership, confidentiality or data protection duties in this contract.

12.2 Neither party is responsible for a delay caused by an event beyond its reasonable control if it promptly tells the other and takes reasonable steps to reduce the effect. A payment already due remains payable. If the event prevents a substantial obligation for more than 30 days, either party may terminate the affected unperformed work and the parties will make a fair accounting under clause 10.

12.3 The parties are independent contractors. Neither may represent that it has authority to bind the other. Nothing in this contract creates a partnership, agency or employment relationship.

12.4 No third party may enforce any term of this contract, including, where the law of England and Wales governs it, under the Contracts (Rights of Third Parties) Act 1999. This does not take away a right a third party has independently of this contract or of that Act.

12.5 A change to the Specification, price or these Terms must be agreed in writing by authorised representatives. An amended Website page or newly published version of our standard Terms does not, without such agreement, amend a signed Order.

12.6 If a provision is unenforceable, it is removed or narrowed only to the minimum extent needed; the rest of the contract continues. A delay or failure to enforce a right is not a waiver of that right.

12.7 If you are established in the United Kingdom, the law of England and Wales governs this contract and the courts of England and Wales have exclusive jurisdiction. If you are established anywhere else, including in the European Union or the European Economic Area, the law of Estonia governs this contract and the Harju County Court (Harju Maakohus) in Tallinn has exclusive jurisdiction. In each case this is subject to any right that cannot lawfully be excluded. Where you are established is as recorded in the Order Form, and the Order Form records the governing law that follows from it. The Order Form and incorporated documents form the entire agreement concerning the Order, without excluding fraud or fraudulent misrepresentation.

12.8 Contractual notices and approvals may be sent by email. Notices to us may be sent to [email protected]; notices to you go to the email in the Order Form unless another address has been notified. A cancellation, termination or material-breach notice must identify the Order and its purpose. A no-fault cancellation of the build or Care Plan sent to our stated address is effective when it reaches the designated email system without a delivery-failure message, regardless of office hours; the service end date and any payment consequences are then determined under the relevant cancellation terms. Where a Care Plan is cancelled through a payment provider, its notice takes effect when received by us. Other contractual notices sent without a delivery-failure message between 09:00 and 17:00 on a Business Day, in UK time where the law of England and Wales governs this contract under clause 12.7 and in Tallinn time where the law of Estonia governs it, are treated as received that day, and those sent outside those hours on the next Business Day. This clause does not itself authorise service of court proceedings by email.

12.9 Neither party may assign the contract without the other’s consent, not to be unreasonably withheld, except to a successor to substantially all of its business that assumes its obligations under the contract.

12.10 Clauses concerning accrued payments, intellectual property, confidentiality, personal data, liability, dispute resolution and any other obligation intended to continue after termination remain effective to the extent needed to give them effect.

12.11 The Order Form may be signed in counterparts and by a legally valid electronic signature. Each signed counterpart forms part of the same agreement. Copies exchanged by email may be retained as evidence of the signed contract.

12.12 This contract is made in English. Any translation is for convenience only; the English text prevails.