TACTIC MARKETING LTD

Website Development Terms of Business

These Terms of Business are between TACTIC MARKETING LTD (“Tactic Marketing”, “we”, “us” or “the Company”) and the person or business purchasing our services (“you” or “the Client”).

These terms apply where the Client is acting for purposes relating to its trade, business, craft or profession and not as a consumer.

The relevant project proposal, quotation or statement of work (“Project Proposal”) together with these Terms of Business form the agreement between Tactic Marketing and the Client.

By approving a Project Proposal, instructing us to begin work, making payment or otherwise using our services, the Client confirms that it accepts these terms.

1. Scope of Services

1.1 We will provide the website design, development, copywriting, hosting, support and/or related services described in the agreed Project Proposal.

1.2 The Project Proposal will set out the principal scope, deliverables, pricing and any specific requirements applicable to the project.

1.3 Any material change to the agreed scope must be approved by both parties.

1.4 Work requested outside the original Project Proposal may be charged separately. Where appropriate, we will provide an estimate or quotation for approval before proceeding.

2. Client Responsibilities

2.1 The Client must provide all information, content, access credentials, photographs, product information, approvals, feedback and other materials reasonably required to complete the project.

2.2 The Client is responsible for ensuring that information supplied to us is accurate and complete.

2.3 The Client warrants that it owns, or has obtained all necessary permissions to use, any text, photographs, logos, trademarks, data, video, graphics or other materials supplied to us.

2.4 The Client will be responsible for reviewing the website and notifying us of any errors or amendments within a reasonable period.

2.5 We will not be responsible for delays caused by the Client’s failure to provide information, materials, feedback, approvals or access when required.

3. Project Timelines

3.1 We will make reasonable efforts to meet any anticipated delivery dates stated in the Project Proposal.

3.2 Unless expressly stated otherwise, project timelines are estimates and are dependent on receiving timely feedback, information and approvals from the Client.

3.3 Where a project is delayed due to the Client, the agreed timetable may be revised.

3.4 If progress is delayed for more than 30 days because the Client has failed to provide required information, feedback or approvals, we may pause the project and reschedule the remaining work according to our availability.

3.5 Where a Client remains unresponsive for 90 days or more, we may treat the project as dormant or terminate the project. Fees already paid will not automatically be refundable and any amounts due for work completed will remain payable.

4. Payment

4.1 The Client agrees to pay all fees set out in the Project Proposal.

4.2 Deposits, stage payments and final payment terms will be specified in the Project Proposal.

4.3 Unless otherwise agreed in writing, any required deposit must be received before work begins.

4.4 The Client may not withhold payment because of minor amendments, outstanding support requests or issues that do not materially prevent the website from operating for its intended purpose.

4.5 Additional work outside the agreed scope will be charged separately at the applicable rate or at an agreed fixed price.

5. Late Payment and Suspension

5.1 All invoices must be paid by their stated due date.

5.2 Where an invoice remains overdue, we may suspend hosting, maintenance, support, website access or other services after giving reasonable written notice.

5.3 We will not be liable for losses arising directly from a suspension made in accordance with this clause.

5.4 We reserve the right to charge statutory interest and recover applicable debt-recovery costs on overdue commercial debts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.5 Suspended services may remain unavailable until all overdue amounts have been received.

6. Project Completion and Launch

6.1 A project will generally be considered completed when the website has been substantially completed in accordance with the Project Proposal and is ready for launch.

6.2 “Launch Date” means the date on which the website is made publicly available on the Client’s live domain or another completion date agreed between us in writing.

6.3 Minor outstanding amendments that do not prevent normal operation of the website will not prevent the project from being regarded as completed or launched.

7. 30-Day Post-Launch Period

7.1 The Client receives a 30-day post-launch period beginning on the Launch Date.

7.2 During this period, reasonable design and content amendments falling within the original Project Proposal may be requested without additional charge.

7.3 The post-launch period does not include:

• new pages;
• new functionality;
• significant redesigns;
• new integrations;
• substantial content creation;
• changes to the original agreed specification; or
• work arising from third-party changes or systems outside our control.

7.4 Any work falling outside the original Project Proposal may be charged separately.

8. Website Maintenance

8.1 Ongoing website maintenance packages are available following launch.

8.2 Maintenance packages start from £250 per month, with the exact monthly fee determined by the Client’s requirements and agreed separately.

8.3 Unless otherwise agreed in writing, maintenance packages have a minimum term of 12 months.

8.4 Maintenance packages may include:

• a response time of up to 60 minutes during normal business hours;
• up to 3 hours of design amendments per month, including seasonal homepage changes and similar design work;
• additional design work at £75 per hour; and
• additional development work at £120 per hour.

8.5 A response time means the period within which we aim to acknowledge and begin assessing a support request. It does not mean that the issue will necessarily be resolved within 60 minutes.

8.6 Included monthly maintenance time must be used during the relevant month and does not roll over unless agreed otherwise in writing.

8.7 Major development, new functionality, third-party integrations or work requiring substantial resources may be quoted separately even where the Client has an active maintenance package.

8.8 Maintenance packages do not guarantee that a website will never experience faults, downtime, security incidents or third-party service failures.

9. Pay-As-You-Go Support

9.1 Clients who do not have an active maintenance package may request support on a pay-as-you-go basis after the initial 30-day post-launch period.

9.2 Current pay-as-you-go rates are:

Web Design: £75 per half hour, with a minimum charge of one half-hour.

Web Development: £180 per hour.

9.3 The standard turnaround time for pay-as-you-go support is approximately 3–4 business days, subject to workload, complexity and third-party dependencies.

9.4 A faster turnaround may be agreed separately where capacity permits.

9.5 Where requested work is expected to require substantial time or expenditure, we may provide an estimate or quotation before beginning.

10. Hosting and Infrastructure

10.1 Where hosting is supplied by Tactic Marketing, hosting fees and renewal terms will be stated separately or in the Project Proposal.

10.2 We will take reasonable steps to provide reliable hosting and maintain appropriate server infrastructure but do not guarantee uninterrupted or error-free availability.

10.3 Hosting services may depend on third-party infrastructure providers over which we do not have complete control.

10.4 We may undertake maintenance, security work, software updates or emergency works which may temporarily affect availability.

10.5 We are not responsible for disruption caused by circumstances outside our reasonable control, including:

• internet or network outages;
• hosting provider failures;
• cyberattacks;
• unusually high traffic;
• distributed denial-of-service attacks;
• malware;
• third-party software failures;
• domain or DNS problems;
• payment provider outages; or
• failures of external APIs or services.

10.6 Where a website causes excessive server resource consumption, creates a security risk or materially affects other services, we may temporarily restrict or suspend the affected service while the issue is investigated.

11. Third-Party Services

11.1 Websites may incorporate third-party software and services including WordPress, WooCommerce, plugins, APIs, payment processors, analytics platforms, fonts, stock photography, hosting systems and other external technologies.

11.2 Third-party services remain subject to their own terms, licences, pricing and availability.

11.3 We are not responsible for changes, outages, discontinuation, compatibility issues, pricing changes or failures caused by third-party providers.

11.4 Where a third-party provider changes its technology or requirements and additional development work becomes necessary, that work may be chargeable.

12. Intellectual Property

12.1 Unless expressly agreed otherwise in writing, Tactic Marketing retains ownership of intellectual property created or developed by us in connection with the project, including:

• website designs;
• layouts;
• design concepts;
• custom coding;
• custom functionality;
• development frameworks;
• reusable components;
• design systems;
• source files;
• technical processes; and
• other proprietary materials created by us.

12.2 The Client retains ownership of intellectual property supplied to us by the Client, including its existing logos, trademarks, photographs, product information and original content.

12.3 Third-party software, fonts, stock imagery, plugins and other external materials remain the property of their respective owners and are subject to applicable third-party licences.

13. Client Licence to Use the Website

13.1 Subject to payment of all fees due, the Client is granted a non-exclusive licence to use the completed website for the Client’s own business operations.

13.2 The Client may be provided with access to a website management system such as WordPress to allow normal business administration, which may include:

• updating products;
• changing prices;
• managing orders;
• updating basic content; and
• performing other agreed administrative functions.

13.3 Such access does not transfer ownership of Tactic Marketing’s intellectual property to the Client.

13.4 Access credentials must not be supplied to another developer, agency or third party for the purpose of copying, modifying, extracting or independently developing Tactic Marketing’s proprietary work without our prior written consent.

14. Website Transfer and Intellectual Property Buyout

14.1 If the Client wishes to transfer the website to another development provider and requires ownership or transfer of Tactic Marketing’s proprietary intellectual property, an intellectual property buyout will be required.

14.2 Unless another amount has been expressly agreed in the Project Proposal, the intellectual property buyout fee is upto £30,000.

14.3 The buyout fee relates to the acquisition and/or transfer of Tactic Marketing’s proprietary rights and is separate from routine administrative work involved in transferring domains, hosting credentials or Client-owned content.

14.4 The buyout fee must be paid in full before any intellectual property assignment or transfer begins.

14.5 Following payment, the extent of the intellectual property being assigned, together with any excluded third-party or reusable Tactic Marketing materials, will be confirmed in writing.

14.6 Nothing in this clause transfers ownership of third-party software or materials that Tactic Marketing itself does not own.

15. Confidentiality

15.1 Each party must keep confidential any commercially sensitive, technical, financial or proprietary information received from the other in connection with the project.

15.2 Confidential information must not be disclosed to third parties except:

• with the other party’s consent;
• where reasonably necessary to perform the services;
• to professional advisers who are under confidentiality obligations; or
• where disclosure is required by law.

15.3 This clause does not apply to information that is already lawfully in the public domain.

16. Data Protection

16.1 Each party will comply with applicable UK data protection law, including the UK GDPR and Data Protection Act 2018.

16.2 Where we process personal data on behalf of the Client, the Client remains responsible for determining the lawful basis and purposes for that processing.

16.3 Where required, the parties may enter into an additional data processing agreement.

17. Website Security

17.1 We will take reasonable technical and organisational measures appropriate to the services we provide.

17.2 No website, server or online system can be guaranteed to be completely secure or free from vulnerabilities.

17.3 We therefore do not guarantee that any website will be completely protected against:

• hacking;
• malware;
• unauthorised access;
• new security vulnerabilities;
• third-party exploits; or
• other cyber incidents.

17.4 The Client must notify us promptly if it becomes aware of any suspected security incident affecting a website maintained or hosted by us.

18. Backups

18.1 Where backups form part of the relevant hosting or maintenance service, we will take reasonable steps to maintain them in accordance with the relevant service specification.

18.2 Backups are intended as a recovery measure and are not guaranteed to capture every change or transaction.

18.3 The Client should maintain independent copies of business-critical data where appropriate.

19. Limitation of Liability

19.1 Nothing in these terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

19.2 Subject to clause 19.1, our total aggregate liability arising out of or in connection with a project will not exceed the total fees paid or payable to us for the project giving rise to the claim.

19.3 Subject to clause 19.1, we will not be liable for:

• loss of profits;
• loss of revenue;
• loss of business;
• loss of anticipated savings;
• loss of goodwill;
• loss of opportunity; or
• indirect or consequential losses.

19.4 We will not be liable for losses caused by the Client’s own acts or omissions, failure to follow our advice, unauthorised changes to the website or changes made by another developer or third party.

19.5 We will not be liable for failures arising from third-party software, external services, hosting providers, payment processors, internet providers, APIs or other systems outside our reasonable control.

20. Changes Made by the Client or Third Parties

20.1 We are not responsible for faults, compatibility problems, security issues or errors caused by changes made to the website by the Client or another third party.

20.2 Where we are asked to diagnose or correct problems caused by unauthorised third-party changes, the work will be chargeable at our applicable rates.

21. Termination

21.1 Either party may terminate the agreement where the other party materially breaches its obligations and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice.

21.2 We may terminate or immediately suspend services where reasonably necessary in circumstances involving:

• illegal activity;
• fraud;
• serious security threats;
• deliberate misuse of our systems;
• repeated non-payment; or
• insolvency.

21.3 Upon termination, all fees due for work completed or services supplied up to the termination date become immediately payable.

21.4 Termination does not automatically transfer ownership of Tactic Marketing’s intellectual property to the Client.

21.5 Clauses which by their nature are intended to continue after termination, including confidentiality, intellectual property, payment and limitation of liability provisions, will continue to apply.

22. Force Majeure

22.1 Neither party will be liable for delay or failure to perform its obligations where caused by circumstances beyond its reasonable control.

22.2 Such circumstances may include natural disasters, fire, flood, war, civil disturbance, government action, telecommunications failures, cyberattacks, serious infrastructure outages, epidemics or failures of major third-party suppliers.

23. Notices

23.1 Formal notices under this agreement must be sent in writing.

23.2 Notices may be sent by email to the normal business email address used by the relevant party unless another address has been notified in writing.

24. Entire Agreement

24.1 The Project Proposal together with these Terms of Business forms the entire agreement between the parties in relation to the relevant project.

24.2 Neither party relies on statements or representations not contained in the agreement unless made fraudulently.

24.3 Where there is a conflict between a Project Proposal and these Terms of Business, the Project Proposal will take precedence in relation to the specific commercial terms of that project.

25. Amendments

25.1 Any material amendment to the scope, price or other agreed project terms must be agreed in writing.

25.2 We may update our standard Terms of Business from time to time. Updated terms will not retrospectively alter a completed Project Proposal unless agreed between the parties.

26. Severability

26.1 If any provision of these terms is found to be invalid or unenforceable, that provision will be treated as modified to the minimum extent necessary or removed where required.

26.2 The remaining provisions will continue in full force.

27. No Waiver

27.1 A failure or delay by either party to enforce a provision of this agreement does not waive that party’s right to enforce it later.

28. Governing Law and Jurisdiction

28.1 These terms and any dispute or claim arising from them are governed by the laws of England and Wales.

28.2 The courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.