Statamic Maintenance Terms and Conditions

1.
DEFINITIONS
1. 1.1.
  "Service Provider" means D3 Network Ltd trading as D3 Creative
2. 1.2.
  "Client" means the individual or organisation, acting in the course of business, purchasing maintenance services
3. 1.3.
  "Services" means the maintenance and support services as specified in the selected package (Core, Plus, or Max)
4. 1.4.
  "Website" means the Client's single Statamic-based website covered under this agreement, including its staging and production environments only. Statamic installations using multi-site will be reviewed individually and priced separately
5. 1.5.
  "Business Hours" means Monday to Friday, 9:00am to 5:00pm UK local time, excluding UK public holidays.
6. 1.6.
  "Business Day" means any day Monday to Friday, excluding UK public holidays.
7. 1.7.
  "Service Commencement Date" means the date on which cleared payment is received by the Service Provider. This is the date the contract begins and the start of the 12-month Contract Year.
8. 1.8.
  "Contract Year" means each successive 12-month period from the Service Commencement Date
9. 1.9.
  "Personal Data" has the meaning given to it under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018
10. 1.10.
  "Prepaid Hour Block" means a block of prepaid hours purchased in advance by the Client, as described in clause 4.3.
11. 1.11.
  "Developer Time" means the monthly allocation of time included in the package selected by the Client, as set out in Section 2. It covers the work described in clause 4.2. Applying, testing and deploying the scheduled updates does not use it.
12. 1.12.
  "Integration" means a third-party service the Website authenticates with, using an API key, token or account credentials, where a change made by that service can stop part of the Website working. Examples include customer relationship management systems, payment providers, booking and ticketing systems, and email and newsletter services. These are examples, not a complete list.
13. 1.13.
  "Minor Service" means a third-party script, font or embed added to the Website's pages, such as analytics tags (for example Google Analytics or Plausible Analytics), web fonts, map embeds and embedded video. Minor Services are not counted as Integrations. Keeping them working is part of the Services, within the monthly Developer Time.
14. 1.14.
  Consent management tools (cookie consent) and tag management containers such as Google Tag Manager are not Minor Services or Integrations, and are covered by clause 12.3.
15. 1.15.
  This agreement is entered into between two businesses. The Client confirms they are entering into this agreement in the course of business and that the Consumer Rights Act 2015 and Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.
2.
SERVICE PACKAGES
1. 2.1.
  The package applicable to this agreement is confirmed by the invoice issued to the Client prior to the Service Commencement Date. In the event of any ambiguity, the invoice takes precedence.
2. 2.2.
  Core Package (£1,788 per annum)
  1. 2.2.1.
    12 Statamic CMS, Composer, and NPM updates per year (monthly)
  2. 2.2.2.
    Daily automated Ubuntu server security updates
  3. 2.2.3.
    CMS support via email during Business Hours
  4. 2.2.4.
    Post-update compatibility fixes for Statamic core, its dependencies and the Integrations covered by the package. Issues arising from other custom code will be scoped as a separate billable project (see Section 11)
  5. 2.2.5.
    Major version upgrades for Statamic, PHP, Laravel, and their dependencies (including Composer and NPM packages) are included where the upgrade can be applied without modification to custom code. Where the upgrade requires refactoring of custom code or deprecated functionality, the refactoring work will be scoped and quoted as a separate billable project, while the upgrade itself remains included.
  6. 2.2.6.
    If critical or high-severity security patches are released for Statamic, or for any Composer or npm package the Website uses, outside the scheduled monthly update cycle, they are applied as a priority, typically within one Business Day
  7. 2.2.7.
    Initial response within 72 Business Hours for issues affecting the Website, including Statamic, hosting, and Integration issues
  8. 2.2.8.
    Up to 1 hour per month of Developer Time, in addition to the scheduled update work (unused hours do not roll over)
  9. 2.2.9.
    Covers the Integration that sends the Website email or collects newsletter signups
  10. 2.2.10.
    Continuous uptime and application monitoring to identify performance issues and potential problems (see clause 15.5)
  11. 2.2.11.
    Post-update summary report detailing updates applied and vulnerabilities addressed
3. 2.3.
  Plus Package (£3,588 per annum)
  1. 2.3.1.
    12 Statamic CMS, Composer, and NPM updates per year (monthly)
  2. 2.3.2.
    Daily automated Ubuntu server security updates
  3. 2.3.3.
    CMS support via email during Business Hours
  4. 2.3.4.
    Post-update compatibility fixes for Statamic core, its dependencies and the Integrations covered by the package. Issues arising from other custom code will be scoped as a separate billable project (see Section 11)
  5. 2.3.5.
    Major version upgrades for Statamic, PHP, Laravel, and their dependencies (including Composer and NPM packages) are included where the upgrade can be applied without modification to custom code. Where the upgrade requires refactoring of custom code or deprecated functionality, the refactoring work will be scoped and quoted as a separate billable project, while the upgrade itself remains included.
  6. 2.3.6.
    If critical or high-severity security patches are released for Statamic, or for any Composer or npm package the Website uses, outside the scheduled monthly update cycle, they are applied as a priority, typically within one Business Day
  7. 2.3.7.
    Initial response within 48 Business Hours for issues affecting the Website, including Statamic, hosting, and Integration issues
  8. 2.3.8.
    Up to 2 hours per month of Developer Time, in addition to the scheduled update work (unused hours do not roll over)
  9. 2.3.9.
    Covers up to 3 Integrations
  10. 2.3.10.
    Continuous uptime and application monitoring to identify performance issues and potential problems (see clause 15.5)
  11. 2.3.11.
    Post-update summary report detailing updates applied and vulnerabilities addressed
4. 2.4.
  Max Package (£7,188 per annum)
  1. 2.4.1.
    12 Statamic CMS, Composer, and NPM updates per year (monthly)
  2. 2.4.2.
    Daily automated Ubuntu server security updates
  3. 2.4.3.
    CMS support via email during Business Hours
  4. 2.4.4.
    Post-update compatibility fixes for Statamic core, its dependencies and the Integrations covered by the package. Issues arising from other custom code will be scoped as a separate billable project (see Section 11)
  5. 2.4.5.
    Major version upgrades for Statamic, PHP, Laravel, and their dependencies (including Composer and NPM packages) are included where the upgrade can be applied without modification to custom code. Where the upgrade requires refactoring of custom code or deprecated functionality, the refactoring work will be scoped and quoted as a separate billable project, while the upgrade itself remains included.
  6. 2.4.6.
    If critical or high-severity security patches are released for Statamic, or for any Composer or npm package the Website uses, outside the scheduled monthly update cycle, they are applied as a priority, typically within one Business Day
  7. 2.4.7.
    Priority response within 2 Business Hours for issues affecting the Website, including Statamic, hosting, and Integration issues
  8. 2.4.8.
    Up to 4 hours per month of Developer Time, in addition to the scheduled update work (unused hours do not roll over)
  9. 2.4.9.
    Covers up to 6 Integrations
  10. 2.4.10.
    Continuous uptime and application monitoring to identify performance issues and potential problems (see clause 15.5)
  11. 2.4.11.
    Post-update summary report detailing updates applied and vulnerabilities addressed
  12. 2.4.12.
    Management of the Client's CDN, including caching rules, security configuration and regular monitoring
3.
CONTRACT TERM AND PAYMENT
1. 3.1.
  The Service Provider is not currently VAT-registered. All prices are stated as the total amount payable, with no VAT added.
2. 3.2.
  Initial Term: All packages require a 12-month minimum commitment from the Service Commencement Date.
3. 3.3.
  Payment Terms
  1. 3.3.1.
    All packages are billed annually in advance. Invoices are issued prior to each billing period and payment is due within 30 days of the invoice date.
  2. 3.3.2.
    Services will not commence until payment has been received and cleared.
  3. 3.3.3.
    The first maintenance cycle will be carried out within 7 Business Days of the Service Commencement Date.
  4. 3.3.4.
    Where renewal documentation has been agreed but cleared payment is not received by the end of the current Contract Year, Services will pause until payment is received and cleared. The new Contract Year will commence from the date of cleared payment.
4. 3.4.
  Renewal
  1. 3.4.1.
    The Service Provider will contact the Client at least 60 days before the end of the current Contract Year to discuss renewal.
  2. 3.4.2.
    Prices, package inclusions and these Terms and Conditions may change at renewal. Any changes will be set out in the renewal notice, at least 60 days before the end of the current Contract Year, and the Client may choose not to renew under the revised terms.
  3. 3.4.3.
    A new invoice will be issued upon agreement to renew.
  4. 3.4.4.
    This agreement does not renew automatically. Continued provision of Services beyond the current Contract Year requires the Client's express agreement to the renewal terms and payment of the renewal invoice.
  5. 3.4.5.
    The Terms and Conditions the Client agreed to apply for the whole Contract Year, regardless of any later changes.
5. 3.5.
  Refunds
  1. 3.5.1.
    All payments are non-refundable, except: where credit is applied toward a package upgrade (clause 3.6); where the Service Provider ends the agreement under clause 19.2.3 or 19.4.2.3, when a pro-rata refund is issued; and where unused prepaid hours are refunded under clause 19.3.4.
6. 3.6.
  Package Changes
  1. 3.6.1.
    The Client may upgrade to a higher package at any time during the Contract Year.
  2. 3.6.2.
    The Client may move to a lower package at renewal. Because packages are paid annually in advance, downgrades cannot take effect during a Contract Year.
  3. 3.6.3.
    Upgrades take effect on receipt of payment and begin a new 12-month Contract Year from that date.
  4. 3.6.4.
    A pro-rata credit for the unused portion of the current Contract Year will be applied against the new annual fee.
  5. 3.6.5.
    Package changes do not affect the minimum 12-month commitment described in clause 3.2.
  6. 3.6.6.
    Any package change made during the Contract Year will be subject to the Terms and Conditions in effect at the time of the change.
4.
SCOPE OF SERVICES
1. 4.1.
  Included Services
  1. 4.1.1.
    The Service Provider will provide the services specified in the Client's selected package as detailed in Section 2.
2. 4.2.
  What Developer Time Covers
  1. 4.2.1.
    Developer Time covers work on the Website, including:
    1. 4.2.1.1.
      Post-update fixes, as set out in Section 11
    2. 4.2.1.2.
      CMS usage and content management queries
    3. 4.2.1.3.
      Issue resolution and platform troubleshooting
    4. 4.2.1.4.
      Hosting provider issues
    5. 4.2.1.5.
      Issues affecting Integrations, up to the number included in the package selected by the Client (see Section 2)
  2. 4.2.2.
    Where an issue involves an external vendor, the Service Provider will handle communication and coordination on the Client's behalf.
  3. 4.2.3.
    Resolution times vary depending on the complexity of the issue, particularly where external vendors are involved.
3. 4.3.
  Monthly Developer Time
  1. 4.3.1.
    The Core, Plus, and Max packages each include a monthly allocation of Developer Time as specified in Section 2 (Core: 1 hour, Plus: 2 hours, Max: 4 hours). This time covers the activities described in clause 4.2. Applying, testing and deploying the scheduled updates, through the process in Section 5, is part of the package and does not use Developer Time.
  2. 4.3.2.
    Where post-update fixes covered by Section 11, including those needed to complete an included major version upgrade, take longer than the monthly Developer Time, the Service Provider completes them and absorbs the extra time at no charge. Refactoring custom code is still quoted separately, as set out in Section 2 and clause 11.2.
  3. 4.3.3.
    Unused hours do not roll over to subsequent months.
  4. 4.3.4.
    If a task requires time beyond the monthly allowance, the Client may purchase a Prepaid Hour Block to cover the additional time. Prepaid Hour Blocks are available in blocks of 10 or 20 hours at £125 per hour. Prepaid hours expire 12 months from the date of purchase if unused.
  5. 4.3.5.
    Prepaid hours are intended for small development tasks directly related to the maintenance of the Client's website. They are not a substitute for a development project; any sizable development work will be scoped and quoted separately.
  6. 4.3.6.
    Where no hour block is in place, additional time will be invoiced at the standard ad hoc rate of £150 per hour during Business Hours. Out-of-hours work is subject to the rates and conditions set out in Section 8. The Client will be notified and asked to approve any chargeable work before it is carried out.
4. 4.4.
  Counting Integrations
  1. 4.4.1.
    The Integrations in use will be reviewed with the Client before the Service Commencement Date, and again at each renewal, and the number agreed will be recorded with the order. Whether a particular service counts as an Integration is settled at that review, using the definition and examples in this Agreement. The Client will notify the Service Provider when an Integration is added to or removed from the Website.
  2. 4.4.2.
    Where an addition takes the Client above the number included in their package, time spent on the additional Integration is charged against a Prepaid Hour Block, or at the rates in clause 4.3, until the Client moves to a higher package. The Client can upgrade at any time (clause 3.6).
  3. 4.4.3.
    Websites using more than six Integrations are quoted separately and are not covered by the standard packages.
  4. 4.4.4.
    Where a third-party service withdraws or replaces the API an Integration relies on, and the Integration has to be rebuilt rather than updated, the rebuild is quoted separately.
5. 4.5.
  What Is Not Included
  1. 4.5.1.
    The Services cover keeping the Website secure, stable and up to date. They do not include new development work.
  2. 4.5.2.
    The following are not included. Where the Service Provider can help, the work is quoted separately:
    1. 4.5.2.1.
      Content updates, such as adding or editing pages, posts or images, which the Client's team makes through the CMS
    2. 4.5.2.2.
      Design changes, and new features or functionality
    3. 4.5.2.3.
      Fixes to custom code, other than the Integrations covered by the Client's package (Section 11)
    4. 4.5.2.4.
      Fixes needed because of changes made by the Client or by another developer or agency (Section 6)
    5. 4.5.2.5.
      Integrations beyond the number included in the Client's package, and rebuilding an Integration when a service withdraws or replaces its API (clause 4.4)
    6. 4.5.2.6.
      Consent management tools (cookie consent) and tag managers (clause 12.3)
    7. 4.5.2.7.
      Paying for hosting, software licences (including the Statamic Pro licence and paid addons) and third-party subscriptions, and keeping backups (clause 4.6 and Sections 13, 14 and 15)
    8. 4.5.2.8.
      Work outside Business Hours (Section 8)
  3. 4.5.3.
    Anything else beyond the scope listed in Section 2 will be quoted as a separate project.
6. 4.6.
  Site Compatibility
  1. 4.6.1.
    The Website must be running the current major version of Statamic when the Services start. A Website on the major version immediately before it is also eligible where the current major version was released in the month before the Client signs these Terms and Conditions. Its upgrade is then included in the Services under clause 4.6.3 and scheduled as described in clause 11.4.
  2. 4.6.2.
    A Website on an older major version is not eligible until it has been upgraded. The Client may arrange this upgrade independently or commission it from the Service Provider as a separate project before the Services start.
  3. 4.6.3.
    Once the Services have started, upgrades to new major versions of Statamic are carried out as part of the Services (see Section 2).
  4. 4.6.4.
    Where an upgrade needs custom code to be refactored and the Client does not commission that work, the Service Provider's obligations to provide updates and post-update fixes are suspended until the upgrade can be completed. Other Services (such as server patching and support) continue where technically possible. No partial refund will be issued.
  5. 4.6.5.
    Where the Website runs Statamic Pro, it must have a valid Statamic Pro licence with an active update subscription when the Services start and for as long as they continue. The same applies to any paid addon the Website uses. Renewing these licences each year is the Client's responsibility and is paid for by the Client. Licence fees are not included in any package.
  6. 4.6.6.
    While a licence that updates depend on has lapsed, the Service Provider's obligation to apply those updates is suspended until the licence is renewed. Other Services continue and no partial refund will be issued. An update that cannot be applied for this reason is not a failure to apply an available update for the purposes of clause 20.3.1.8.
5.
UPDATE DEPLOYMENT PROCESS
1. 5.1.
  All Statamic CMS, Composer, and NPM updates follow a three-stage deployment process:
  1. 5.1.1.
    Local: Updates are first applied and tested in a local development environment
  2. 5.1.2.
    Staging: Updates are then deployed to a staging environment for further verification
  3. 5.1.3.
    Production: Once verified, updates are deployed to the live production site and tested again
2. 5.2.
  Testing is carried out on the latest versions of Chrome, Safari, Edge and Firefox.
6.
THIRD-PARTY AND CLIENT CHANGES
1. 6.1.
  Any fixes required as a result of changes made to the Website by the Client, or by another developer or agency working on it, are outside the scope of this agreement and will be scoped and quoted separately.
7.
BUSINESS HOURS SUPPORT
1. 7.1.
  All support is provided during Business Hours only.
2. 7.2.
  Requests received outside Business Hours will be addressed on the next Business Day.
3. 7.3.
  Monitoring runs continuously. Alerts raised outside Business Hours are dealt with on the next Business Day, unless out-of-hours help is agreed under Section 8.
8.
OUT-OF-HOURS SUPPORT
1. 8.1.
  Out-of-hours support is not included in any package and is not guaranteed.
2. 8.2.
  If the Service Provider chooses to assist with an urgent issue outside Business Hours, this is entirely at the Service Provider's sole discretion and does not create any obligation to do so in future.
3. 8.3.
  Out-of-hours work is only carried out with the Client's prior agreement. It is chargeable at £200 per hour, with a minimum charge of one hour, and will be invoiced separately.
9.
RESPONSE TIMES
1. 9.1.
  Response times apply to all packages as follows:
  1. 9.1.1.
    Core: Initial response within 72 Business Hours
  2. 9.1.2.
    Plus: Initial response within 48 Business Hours
  3. 9.1.3.
    Max: Priority response within 2 Business Hours during Business Hours
2. 9.2.
  Response times indicate when the Service Provider will acknowledge and begin investigating an issue. They do not guarantee resolution within the same timeframe, as resolution times vary depending on the complexity of the issue and any third-party dependencies involved.
10.
SERVER PATCHING
1. 10.1.
  Server security updates are managed through automated daily patching systems across all packages.
2. 10.2.
  Updates are applied automatically when available from Ubuntu's official security repositories.
3. 10.3.
  Manual intervention is included if automated updates fail or require specific configuration.
11.
POST-UPDATE FIXES
1. 11.1.
  Post-update fixes cover standard compatibility issues for Statamic core, its dependencies and the Integrations covered by the Client's package.
2. 11.2.
  If other custom code breaks as a result of an update, this will be assessed, scoped, and quoted as a separate billable project.
3. 11.3.
  Issues arising from deprecated legacy code requiring any refactoring will be assessed and scoped separately.
4. 11.4.
  A new major version of Statamic, Laravel or PHP mainly brings new features and changes to how things work. Upgrading to it is rarely urgent. The previous major version continues to receive security fixes for a period after a new one is released, as set out in each publisher's support policy, and those fixes are applied as normal. The Service Provider therefore schedules a major version upgrade for when the new version has settled and the addons the Website relies on support it, rather than as soon as it is released.
5. 11.5.
  Where a third-party addon the Website relies on does not yet support a new major version of Statamic, Laravel or PHP, the Service Provider will:
  1. 11.5.1.
    tell the Client which addon is affected and what it does on the Website;
  2. 11.5.2.
    contact the addon's developer, or check its published plans, to find out whether a compatible version is expected; and
  3. 11.5.3.
    recommend either holding back the upgrade until a compatible version is released, where the addon is essential to the Website, or disabling the addon, whichever does the Website least harm.
6. 11.6.
  The Client decides which option to take. While an upgrade is held back, the Website stays on its current major version and all other Services continue as normal. Holding back an upgrade for this reason does not affect clause 4.6, and is not a failure to apply an available update for the purposes of clause 20.3.1.8. If the version the Website is held on stops receiving security fixes, the Service Provider will tell the Client and recommend a way forward.
7. 11.7.
  Where an addon is abandoned, or its developer will not support the new version, replacing it with an alternative or rebuilding what it does is quoted separately.
12.
CLIENT RESPONSIBILITIES
1. 12.1.
  Access
  1. 12.1.1.
    The Client must provide and maintain:
    1. 12.1.1.1.
      Server access credentials (SSH, control panel)
    2. 12.1.1.2.
      CMS administrator access
    3. 12.1.1.3.
      Access to third-party services (CDN, APIs, hosting providers etc.) where applicable
    4. 12.1.1.4.
      Any other access required to perform the Services
  2. 12.1.2.
    Where the Client fails to provide or maintain the required access, the Service Provider's obligations under this agreement are suspended for the affected period. Services will resume once the necessary access has been restored.
2. 12.2.
  Data Processing Disclosure
  1. 12.2.1.
    The Client, as data controller, is responsible for ensuring their website's privacy policy accurately reflects all data processing activities carried out as part of the Services, including application performance monitoring and the collection of IP addresses and request metadata through server logging, as further described in Sections 15 and 16.
3. 12.3.
  Cookie Compliance, Consent Tools and Tag Managers
  1. 12.3.1.
    The Client is solely responsible for ensuring the Website complies with applicable cookie, tracking and privacy legislation in any jurisdiction in which it operates, including but not limited to the UK Privacy and Electronic Communications Regulations (PECR), UK GDPR and the California Consumer Privacy Act (CCPA). This includes whether the Website correctly blocks cookies and tracking.
  2. 12.3.2.
    Consent management tools (cookie consent) and tag management containers such as Google Tag Manager are outside the scope of the Services. The Service Provider can set up or configure them on the Client's behalf as separate chargeable work, quoted and approved by the Client before it starts.
  3. 12.3.3.
    Where the Client or a third party makes changes through a tag manager or consent tool, any resulting investigation or remedial work is chargeable at the rates set out in clause 4.3. The Client will be notified and asked to approve any chargeable work before it is carried out.
  4. 12.3.4.
    The Service Provider accepts no liability for the Client's failure to comply with cookie or tracking regulations.
13.
BACKUPS
1. 13.1.
  The Service Provider does not host or maintain Client backups. Backup arrangements are the Client's responsibility, as set out below.
2. 13.2.
  The Client is solely responsible for maintaining their own independent backups of their Website and all associated data.
3. 13.3.
  The Service Provider accepts no liability for data loss arising from the provision of Services where the Client has failed to maintain independent backups as required by clause 13.2.
4. 13.4.
  Backups are typically configured at the server level by the Client's hosting provider, usually as scheduled snapshots, and any associated cost is paid by the Client directly to the hosting provider.
5. 13.5.
  The Service Provider may, at its discretion, take a manual snapshot before applying significant updates as a precautionary measure. This is not a guaranteed service and does not replace the Client's responsibility to maintain their own backups.
6. 13.6.
  Before working on the Website, the Service Provider pulls a copy of it from the production environment to a local development environment, and all changes are made under version control. These copies exist only to carry out the work. They are not backups, are not kept for any set period, and the Service Provider gives no guarantee that one will be available to restore the Website or its data. Keeping backups remains the Client's responsibility under clause 13.2.
7. 13.7.
  Where the Client wishes to enable scheduled hosting-level snapshots or other automated backup services, the Service Provider can assist with setup. Any costs charged by the hosting provider for backup services are payable by the Client.
14.
HOSTING ENVIRONMENT
1. 14.1.
  The Client is responsible for procuring and paying for their own hosting environment.
2. 14.2.
  The Service Provider will advise on minimum hosting requirements and manage/maintain the hosting environment remotely, but does not provide or pay for hosting services.
3. 14.3.
  The Client is responsible for ensuring their hosting environment is sufficiently resourced to run the website reliably (e.g. during traffic bursts or when under heavy load). The Service Provider accepts no liability for issues arising from an under-resourced hosting environment.
15.
THIRD-PARTY SERVICES
1. 15.1.
  The Client is responsible for procuring, paying for, and maintaining subscriptions to all third-party services (CDN, hosting, APIs, etc.) and software licences, including the Statamic Pro licence and its annual update renewal, and any paid addons. Where a licence lapses, updates that depend on it are suspended until it is renewed (clause 4.6).
2. 15.2.
  Monitoring tools used by the Service Provider to deliver the Services are provided at no additional cost to the Client.
3. 15.3.
  The Service Provider will keep the Website's connections to third-party services working, within the Integrations and Minor Services covered by the Client's package, but is not responsible for the services themselves, their costs or their availability.
4. 15.4.
  The Client is responsible for compliance with the terms and conditions of all third-party services procured by the Client, and for ensuring the content on the Website, including images and fonts, is properly licensed.
5. 15.5.
  Monitoring
  1. 15.5.1.
    The Service Provider uses third-party monitoring services to monitor the Website's uptime, performance and stability as part of the Services. The current application monitoring provider is Laravel Nightwatch (Laravel Holdings Inc.).
  2. 15.5.2.
    Application monitoring data is processed by Laravel Holdings Inc. within EU datacentres by default. The Client may request US datacentre routing in writing at any time, in which case data will be processed in accordance with Laravel Holdings Inc.'s Data Processing Agreement and applicable cross-border transfer mechanisms. The DPA is available on request.
  3. 15.5.3.
    By accepting these Terms and Conditions, the Client acknowledges the current application monitoring provider as a sub-processor of application data arising from the provision of the Services.
  4. 15.5.4.
    The Service Provider will notify the Client before changing to a monitoring provider that will process personal data.
16.
SERVER LOG ACCESS
1. 16.1.
  As part of providing the Services, the Service Provider may access server logs, which may contain personal data such as IP addresses and request metadata.
2. 16.2.
  Server log access is strictly limited to what is necessary to perform the Services. The Service Provider will not retain, copy, or use log data for any purpose beyond the delivery of the Services.
17.
COMMUNICATION
1. 17.1.
  The Client must ensure that the Service Provider can reach them, or a representative with authority to make decisions, within two Business Days of being contacted, particularly when action or approval is required.
2. 17.2.
  Support requests should be submitted via email during Business Hours.
18.
COMPLAINTS PROCEDURE
1. 18.1.
  Any complaints regarding the Services should be submitted in writing via email.
2. 18.2.
  The Service Provider will acknowledge receipt of a complaint within 2 Business Days and aim to provide a full response within 10 Business Days.
3. 18.3.
  If the Client is not satisfied with the response, the matter may be escalated in accordance with the Dispute Resolution process set out in Section 30.
19.
TERMINATION
1. 19.1.
  Early Termination by Client
  1. 19.1.1.
    The Client may terminate this agreement at any time by providing written notice via email.
  2. 19.1.2.
    As all payments are made annually in advance and are non-refundable, Services will continue until the end of the current Contract Year unless the Client instructs otherwise.
  3. 19.1.3.
    No partial refund will be issued for the remaining term.
  4. 19.1.4.
    Where the Client takes the Website offline or otherwise renders Services impossible to deliver, the Service Provider's obligation to provide further Services ends. No partial refund will be issued.
2. 19.2.
  Termination by Service Provider
  1. 19.2.1.
    The Service Provider may terminate this agreement with immediate effect if:
    1. 19.2.1.1.
      The Client engages in abusive or threatening behaviour towards Service Provider staff
    2. 19.2.1.2.
      The Client uses the Website for illegal purposes
  2. 19.2.2.
    For all other material breaches, the Service Provider will provide written notice specifying the breach. If the breach remains unremedied after 14 days, the Service Provider may terminate the agreement with immediate effect.
  3. 19.2.3.
    Termination for Convenience
    1. 19.2.3.1.
      The Service Provider may terminate this agreement for any reason by giving the Client 60 days' written notice via email. Such reasons may include, but are not limited to:
      1. 19.2.3.1.1.
        the Service Provider's inability to continue delivering the Services to the required standard;
      2. 19.2.3.1.2.
        the Services becoming commercially or operationally unviable;
      3. 19.2.3.1.3.
        material changes to the Service Provider's business, capacity, or service offering;
      4. 19.2.3.1.4.
        changes in the technology stack or third-party platforms on which the Services rely;
      5. 19.2.3.1.5.
        personal circumstances affecting the Service Provider's ability to deliver the Services.
    2. 19.2.3.2.
      Where the Service Provider terminates under this clause, a pro-rata refund will be issued for the unused portion of the Contract Year, calculated from the end of the notice period.
    3. 19.2.3.3.
      During the notice period, the Service Provider will continue to provide the Services as normal and will, where reasonable, assist the Client with handover to a replacement provider.
3. 19.3.
  Effect of Termination
  1. 19.3.1.
    Where Services end immediately under clauses 19.2.1 or 19.2.2, the Service Provider will provide reasonable assistance with transition if required. Where the Client holds a prepaid hour block, those hours will be used first. Any time beyond the available balance is chargeable at £150 per hour.
  2. 19.3.2.
    The Client is responsible for revoking the Service Provider's access to the website, server, and any third-party services after a reasonable handover period.
  3. 19.3.3.
    Once the agreement has ended and any handover is complete, the Service Provider deletes its local copies of the Website (clause 13.6), including any Client data they contain, unless the law requires it to keep them. Personal data is handled as set out in section 7 of the Data Processing Annex. The Client's own code repository, hosting and third-party services are not affected.
  4. 19.3.4.
    Unused prepaid hours expire 12 months after purchase, as set out in clause 4.3.4. Where the Service Provider ends the agreement under clause 19.2.3 or 19.4.2.3, any unused prepaid hours are refunded. In all other cases unused prepaid hours are not refundable.
4. 19.4.
  Change of Control
  1. 19.4.1.
    The Client shall notify the Service Provider via email within 30 days of any change of control, acquisition, merger, sale of the Client's business, or sale of the Website to a separate legal entity.
  2. 19.4.2.
    Following such notification, the Service Provider may, at its sole discretion:
    1. 19.4.2.1.
      Continue providing the Services under the existing terms;
    2. 19.4.2.2.
      Propose revised terms or pricing to take effect at the next renewal; or
    3. 19.4.2.3.
      Terminate the agreement on 30 days' written notice.
  3. 19.4.3.
    Where the Service Provider terminates under clause 19.4.2.3, a pro-rata refund will be issued for the unused portion of the Contract Year, calculated from the end of the notice period.
  4. 19.4.4.
    Where the Client wishes to assign or transfer this agreement to a successor entity, the successor entity must agree in writing to be bound by these Terms and Conditions before Services continue. This requirement operates alongside the assignment provisions in Section 26.
20.
LIMITATION OF LIABILITY
1. 20.1.
  Service Level
  1. 20.1.1.
    The Service Provider will perform all Services with reasonable skill and care expected of a professional web development agency.
2. 20.2.
  Limitation
  1. 20.2.1.
    The Service Provider's total liability under this agreement shall not exceed the total fees paid by the Client in the current Contract Year.
  2. 20.2.2.
    Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
3. 20.3.
  Excluded Liability
  1. 20.3.1.
    The Service Provider shall not be liable for:
    1. 20.3.1.1.
      Loss of profits, revenue, or business opportunity
    2. 20.3.1.2.
      Loss of data, where the Client has failed to maintain independent backups as required by Section 13.
    3. 20.3.1.3.
      Indirect or consequential losses
    4. 20.3.1.4.
      Outages or faults in third-party services or hosting providers outside the Service Provider's control. This does not affect the Integration cover in Section 2.
    5. 20.3.1.5.
      Downtime caused by hosting provider failures
    6. 20.3.1.6.
      Issues caused by the Client, or by another developer or agency working on the Website
    7. 20.3.1.7.
      Costs of third-party services (hosting, CDN, APIs, etc.)
    8. 20.3.1.8.
      Security breaches, hacking attacks, zero-day exploits or supply chain attacks, except where caused by the Service Provider's failure to apply an available update within the timescales set out in Section 2.
    9. 20.3.1.9.
      Performance issues caused by Client's content, traffic spikes, or hosting limitations
4. 20.4.
  Website Availability
  1. 20.4.1.
    Whilst the Service Provider will use reasonable endeavours to maintain Website stability and performance, no uptime guarantee or SLA is provided.
  2. 20.4.2.
    All packages include a response time during Business Hours, with response times varying by package (see Section 9), but this does not guarantee zero downtime.
21.
INTELLECTUAL PROPERTY
1. 21.1.
  Existing IP
  1. 21.1.1.
    All intellectual property rights in the Website and its content remain the property of the Client, except the code covered by clause 21.2.
2. 21.2.
  Code Ownership and Licence
  1. 21.2.1.
    The Service Provider retains all rights to reusable tools, methodologies, and code libraries developed during the provision of Services.
  2. 21.2.2.
    The Service Provider owns the copyright in all code it writes for the Client, whether under this agreement or as separately quoted work, unless agreed otherwise in writing.
  3. 21.2.3.
    Once the relevant invoice is paid, the Client has a perpetual, irrevocable, non-exclusive, royalty-free licence to use, copy and modify that code, and any reusable tools or libraries the Service Provider has incorporated into the Website, for its own websites and business and those of its group companies, and to have another developer do so on its behalf. The licence continues after this agreement ends and passes to any new owner of the Website. The Client may not sell or license the code to others as a product.
  4. 21.2.4.
    The Service Provider may reuse any code it writes for the Client in other projects. This never includes the Client's content, data, branding or confidential information (Section 22).
3. 21.3.
  Third-Party Software
  1. 21.3.1.
    Statamic CMS and other third-party software are subject to their respective licence agreements.
  2. 21.3.2.
    The Service Provider will not knowingly include code that infringes anyone else's rights, and uses open-source packages in line with their licences.
22.
CONFIDENTIALITY
1. 22.1.
  Both parties agree to keep confidential any proprietary or sensitive information disclosed during the provision of Services.
2. 22.2.
  This obligation does not apply to information that:
  1. 22.2.1.
    Is publicly available
  2. 22.2.2.
    Was known before disclosure
  3. 22.2.3.
    Is required to be disclosed by law
3. 22.3.
  The Service Provider may write about work carried out under this agreement in anonymised form, for example in blog posts about problems found and fixed. Naming the Client, or publishing details that could identify them, requires the Client's written consent. Testimonials and feedback are only published with the Client's permission.
4. 22.4.
  Where the Client is an agency maintaining the Website on behalf of its own customer, the Service Provider will not approach that customer to offer its services, directly or indirectly, during this agreement and for 12 months after it ends. This does not apply where the customer approaches the Service Provider first, or where the Client agrees in writing.
23.
DATA PROTECTION
1. 23.1.
  Both parties will comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, in respect of their own respective obligations under this agreement.
2. 23.2.
  The Service Provider will process personal data only as necessary to provide the Services and in accordance with the Client's instructions.
3. 23.3.
  The Data Processing Annex forms part of this agreement. It sets out how the Service Provider processes personal data on the Client's behalf, and takes precedence over this Section on anything it covers.
4. 23.4.
  The Service Provider maintains appropriate technical and organisational measures to protect data security.
5. 23.5.
  The Service Provider's use of third-party application monitoring tools and access to server logs in the course of providing the Services is described in Sections 15 and 16 respectively. Both sections form part of the Service Provider's data protection obligations under this agreement.
6. 23.6.
  The Client retains direct control over their own infrastructure (hosting, server, CMS, third-party services). The Service Provider accesses these systems under credentials provided by the Client, and the Client remains the data controller in respect of all data processed by or through their Website.
7. 23.7.
  The Service Provider will notify the Client without undue delay, and in any event within 48 hours, on becoming aware of any personal data breach affecting data processed in the course of the Services.
24.
FORCE MAJEURE
1. 24.1.
  Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to natural disasters, war, terrorism, strikes, or failure of third-party infrastructure.
25.
GENERAL PROVISIONS
1. 25.1.
  Entire Agreement
  1. 25.1.1.
    These Terms and Conditions, together with the Client's selected package details and the Data Processing Annex, constitute the entire agreement between the parties.
26.
ASSIGNMENT
1. 26.1.
  The Client may not assign or transfer this agreement without the Service Provider's written consent, except as set out in clause 26.2.
2. 26.2.
  Where the Client is an agency, it may transfer the remaining Contract Year of its package to its customer, or to another company its customer nominates, by written request to the Service Provider. The receiving company must agree in writing to these Terms and Conditions before the transfer takes effect. No fee is charged for the transfer, and the request counts as the Client's written agreement for the purposes of clause 22.4.
27.
WAIVER
1. 27.1.
  Failure to enforce any provision of this agreement does not constitute a waiver of that provision.
28.
SEVERABILITY
1. 28.1.
  If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full effect.
29.
NOTICES
1. 29.1.
  All notices must be in writing and sent via email.
30.
DISPUTE RESOLUTION
1. 30.1.
  In the event of a dispute, both parties agree to attempt to resolve the matter informally in the first instance by written (email) notice to the other party.
2. 30.2.
  If the dispute cannot be resolved informally within 14 days, both parties agree to attempt resolution through mediation before commencing any legal proceedings.
3. 30.3.
  Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from the courts where necessary.
31.
GOVERNING LAW
1. 31.1.
  This agreement is governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the English courts.
32.
ACCEPTANCE
1. 32.1.
  Before any work begins, the Client signs a copy of these Terms and Conditions to confirm they have read and agreed to them. An electronic signature is accepted. The Client also receives a copy with their invoice.