Breydon Digital – Terms & Conditions

1. Definitions

In these Terms:

Application Subscription means a monthly subscription to a hosted software application identified in the Order and governed by the Application Subscription Schedule in section 31. It is separate from a Managed Website plan.

Agreement means the contract between Breydon Digital and the client, consisting of the Order, these Terms, any applicable Data Processing Schedule and any later written variation agreed by both parties.

Business Day means a day other than a Saturday, Sunday or public holiday in England.

Client Materials means text, images, logos, documents, data and other material supplied by or for the client.

Managed Website means a website supplied and operated under an annual managed website plan.

Order means the written agreement, accepted quote, proposal, order confirmation or other written service description that records the client, Services, price and applicable client-specific terms.

Services means the services identified in the Order.

Service Period means the period during which paid hosting, management and support are provided for a Managed Website.

Start Date means the date stated in the Order or subsequently confirmed in writing by Breydon Digital as the date on which the paid managed service is activated.

Headings are for convenience and do not affect interpretation. References to “including” or “includes” are illustrative and do not limit the words preceding them.

2. Business and Personal Customers

Services are available to businesses, sole traders, charities, community groups and other organisations, and for personal projects where agreed in the Order. The client should explain the main purpose of the purchase before accepting an Order so that the correct information and arrangements can be provided.

A person accepting an Order for an organisation confirms that they have authority to bind it. An individual purchasing wholly or mainly outside their trade, business, craft or profession is a consumer. Consumer status depends on the circumstances, and is not removed by a form selection or a statement that a purchase is for business use.

Where the client is a consumer, section 34 applies and takes precedence over conflicting provisions. Nothing in these Terms excludes mandatory consumer rights.

3. Formation of the Agreement

Before work begins, Breydon Digital will confirm the material details of the Services in an Order, including the agreed scope and price.

An Order is accepted when:

• the client accepts it in writing or signs the relevant agreement;
• Breydon Digital confirms acceptance where confirmation is required; and
• any payment required before work begins has been received.

Written acceptance may be given by signature or by an unambiguous email confirmation.

Reduced community pricing and any variation from a standard plan must be recorded in the Order.

The Agreement forms the entire service record between the parties. If its documents conflict, the following order of precedence applies:

1. a later written variation expressly agreed by both parties;
2. the client-specific terms in the Order;
3. any applicable Data Processing Schedule, for matters concerning the processing of personal information; and
4. these Terms.

No provision removes a right or liability that cannot lawfully be excluded.

4. Standard Managed Website Plans

The standard annual Managed Website plans are:

• Starter: £300 for a single-page website and a 12-month managed service;
• Growth: £480 for a website of up to five pages and a 12-month managed service.

The applicable Order may record different pricing, page limits, support allowances or other client-specific arrangements.

Unless the Order states otherwise, a Managed Website plan includes:

• the agreed website design and build;
• a responsive layout for supported devices and screen sizes;
• agreed contact forms and social links;
• hosting during the Service Period;
• registration or renewal of an available .co.uk domain;
• reasonable security measures;
• routine technical maintenance;
• backups;
• basic on-page search-engine optimisation;
• direct support;
• the applicable minor content-update allowance; and
• one light visual refresh during each renewed Service Period.

Professional mailboxes, premium assets, paid third-party services, non-.co.uk domains and other add-ons are not included unless expressly stated in the Order.

5. Website Build and Delivery

Breydon Digital will provide the Services with reasonable care and skill.

Managed Websites are typically designed and prepared for an initial preview within 14 Business Days after:

• the required upfront payment has been received; and
• all content, branding, access details and other information reasonably required to begin have been supplied.

This is an estimated timeframe and not a guaranteed completion date.

A delay caused by missing content, delayed feedback, a change in scope, a third-party provider or an event outside Breydon Digital’s reasonable control may extend the delivery timetable.

Breydon Digital will not be responsible for a delay to the extent that it is caused by the client or someone acting for the client.

A Managed Website will not be made live until:

• the required payment has been received;
• the client has given any required approval; and
• any other agreed launch requirements have been completed.

The Start Date and the beginning of the 12-month Service Period will be recorded in the Order or confirmed in writing when the paid managed service is activated.

6. Website-as-a-Service

Managed Websites operate on a Website-as-a-Service basis.

This means:

• the initial website design and build are supplied as part of the annual managed plan;
• a paid managed plan is required for Breydon Digital to continue hosting and managing the website;
• hosting, maintenance, backups, updates and support are provided only during an active paid Service Period;
• if the plan is not renewed, the website may be taken offline when the paid Service Period ends;
• after the initial 12-month Service Period has ended and all amounts due have been paid, the client may request the eligible website files under section 12; and
• continued ownership of website files does not include continued hosting, maintenance, domain renewal, support or any other managed service.

7. Revisions and Approval

Each standard Starter or Growth Managed Website build includes up to three revision rounds before launch, unless the Order states otherwise.

A revision round means one consolidated set of reasonable amendments to the agreed design or content.

Included revisions do not cover:

• a material change to the original brief;
• a different website concept;
• additional pages;
• substantial new or rewritten content;
• a rebrand;
• new functionality; or
• work outside the agreed scope.

Work outside the agreed scope will not be undertaken without the client’s agreement and may be quoted separately.

The client is responsible for reviewing the website and identifying required corrections during the revision process.

Approval confirms that the client is satisfied with the website based on the information reasonably available at that time. Approval does not remove Breydon Digital’s responsibility to correct a fault in the managed website that falls within the agreed Services.

8. Content Updates and Support

The standard monthly minor content-update allowances are:

• Starter: up to 10 minutes per month;
• Growth: up to 20 minutes per month.

The Order may provide a different allowance.

The allowance is intended for minor amendments to existing content and reasonable help using the website. It does not include larger changes, additional pages, new functionality, substantial content work, a redesign or a rebrand.

Unused time does not carry over to a later month.

Routine technical maintenance, reasonable security work and correcting faults in the Managed Website do not count towards the content-update allowance.

Additional content-update time and work outside the allowance may be quoted separately. Breydon Digital will obtain the client’s agreement before carrying out chargeable additional work.

No guaranteed response or completion time applies to routine support unless expressly stated in the Order. Breydon Digital will nevertheless respond and carry out included work within a reasonable time, taking account of its nature and urgency.

9. Light Visual Refresh

Each renewed annual Managed Website plan includes one light visual refresh during the renewed Service Period.

A light visual refresh may include reasonable changes to:

• colours;
• typography;
• images;
• spacing; and
• existing page layouts.

It does not include:

• a complete redesign;
• a rebrand;
• new pages;
• substantial rewritten content; or
• new functionality.

Work beyond a light visual refresh may be quoted separately.

10. Client Responsibilities

The client must:

• provide accurate, complete and current information;
• provide the content, instructions, access details, feedback and approvals reasonably required to deliver the Services;
• ensure that it has all necessary rights, licences, consents and permissions for Client Materials;
• keep independent copies of important original documents, images and other Client Materials;
• nominate authorised contacts and promptly notify Breydon Digital when access should be added or removed;
• keep website and administration login details secure;
• notify Breydon Digital promptly if access details may have been lost or compromised;
• ensure that its content and use of the website comply with applicable law and third-party rights;
• review the website and notify Breydon Digital promptly of errors or unauthorised content;
• manage enquiries received through the website; and
• comply with its obligations under applicable data protection law.

Breydon Digital may rely on instructions and approvals given by the client’s nominated contacts.

The client is responsible for delays and additional work caused by inaccurate information, missing material, delayed instructions or a failure to fulfil these responsibilities.

If such a delay materially affects the work, Breydon Digital may revise the timetable and quote separately for reasonable additional work resulting from the delay.

11. Prices and Payment

Breydon Digital is the trading name of Mark Dudley, a sole trader who is not VAT registered. VAT is not currently charged.

Before the client accepts an Order, it will identify the total price payable, applicable VAT or other taxes, payment dates and any agreed travel or other expenses. An expense or optional extra that is not included in the agreed price will not be incurred for the client without their prior agreement.

The price stated in the Order applies to the relevant Services and Service Period.

Annual Managed Website plans must be paid in full before work begins unless the Order expressly provides otherwise.

For a design-only website build, the agreed build fee must be paid before work begins unless a different payment schedule is recorded in the Order.

Design-only website files will not be supplied until the amount due has been paid in full.

Website Care, one-off repairs, Website Help, professional mailboxes, additional content-update time and other add-ons will be charged at the price agreed before they are supplied.

If an amount is not paid when due, Breydon Digital may:

• pause work;
• withhold delivery;
• suspend the affected Service after reasonable notice; or
• exercise its termination rights under section 18.

Suspension caused by the client’s non-payment or breach does not extend the Service Period.

The client remains responsible for amounts that became due before suspension or termination.

12. Ownership and Website Files

This section concerns website files. It does not transfer ownership of Booking Office or any other application supplied through an Application Subscription, including its personalised interface. Application ownership and access are governed by section 31.6.

Commissioned photography is licensed separately under section 33.7. Supplying photographs in website files does not itself transfer their copyright.

12.1 Initial Service Period

During the initial 12-month Service Period, the client receives a limited, non-exclusive and non-transferable right to use the Managed Website for its business or organisation.

12.2 Transfer after the initial Service Period

Once the initial 12-month Service Period has ended and all amounts due have been paid, Breydon Digital will assign to the client:

• ownership of the completed website files created specifically for the client; and
• copyright in bespoke elements created specifically for the client,

to the extent that Breydon Digital owns those rights.

On request, Breydon Digital will provide a copy of the eligible website files in their then-current form.

If reasonably required to confirm the transfer, Breydon Digital will sign an appropriate written confirmation of assignment.

The files will be supplied in the format in which the Managed Website then exists. Unless separately agreed, Breydon Digital is not required to:

• rebuild or convert the website for another platform;
• adapt it for another hosting environment;
• provide third-party accounts or licences;
• disclose passwords, security credentials or confidential infrastructure information;
• supply development tools that are not part of the completed website; or
• provide continued technical assistance after supply.

12.3 Retained materials

Breydon Digital retains ownership of pre-existing and reusable:

• systems;
• templates;
• frameworks;
• libraries;
• utilities;
• processes;
• components; and
• technical configurations.

Where retained material is included in supplied website files, the client receives a perpetual, non-exclusive, worldwide and royalty-free licence to use that material as part of the supplied website.

The retained material may not be extracted, sold, licensed, redistributed or used to create an unrelated product or website.

12.4 Client and third-party materials

Client Materials remain the property of the client or their relevant owner.

The client grants Breydon Digital a non-exclusive licence to use, reproduce, modify and display Client Materials only as reasonably required to provide the Services.

Third-party software, fonts, images, services and other licensed material remain subject to their respective ownership and licence terms. Breydon Digital cannot transfer rights that it does not own.

The client may need to obtain replacement subscriptions or licences when moving the website to another provider.

13. Domains

Where included in the Order, Breydon Digital will register or manage an available .co.uk domain as part of the managed service.

The domain will be registered in the client’s name, and the client will remain its owner. The client must provide accurate registrant information when requested.

While the managed service remains active, Breydon Digital may handle:

• registration;
• renewal;
• DNS configuration; and
• day-to-day domain management.

Other domain extensions, premium domains and additional domains may incur separate charges.

Included domain renewal ends when the Managed Website plan ends.

Subject to payment of all amounts due and any registrar restriction, the client may request the information or assistance reasonably required to transfer or manage the domain elsewhere.

New registrations and recent changes may be subject to a transfer lock, commonly lasting up to 60 days. Such restrictions are imposed by registrars or registry policies and are outside Breydon Digital’s control.

Breydon Digital is not responsible for the loss or suspension of a domain to the extent caused by:

• inaccurate information supplied by the client;
• the client’s failure to respond to a verification request;
• a legal or regulatory requirement;
• a registrar or registry decision outside Breydon Digital’s reasonable control; or
• the client’s failure to renew after the managed service ends.

14. Non-Renewal and Cancellation

This section applies to Managed Websites. Monthly application renewal and cancellation are governed by sections 31.3 and 31.4.

14.1 Renewal

Renewal is not automatic unless expressly agreed in writing.

Before the current Service Period expires, Breydon Digital will invite the client to renew for a further 12 months.

Renewal takes effect when:

• the client accepts the renewal;
• the renewal fee has been paid; and
• Breydon Digital confirms the renewed Service Period.

The client is responsible for accepting and paying for renewal before the existing Service Period expires if uninterrupted service is required.

Any proposed price or scope change will be notified before the client decides whether to renew. A change will not affect a Service Period that has already been paid for.

14.2 Cancellation during a Service Period

An annual managed plan covers a full 12-month Service Period.

If the client cancels before work begins, Breydon Digital will refund amounts paid, less any non-refundable third-party cost that was disclosed to and incurred for the client.

Once work has begun, the annual plan fee is non-refundable if the client chooses to cancel, except where:

• the Order expressly states otherwise;
• Breydon Digital is in material breach and section 18.3 applies; or
• a refund is required by law.

Unless the Service is suspended or terminated earlier under section 18, a cancelled Managed Website will ordinarily remain live until the end of the paid Service Period.

14.3 Expiry without renewal

When a paid Service Period expires without renewal:

• hosting ends;
• routine maintenance and security work end;
• backups end;
• included domain renewal ends;
• content updates and support end; and
• the website may be taken offline.

Once the initial Service Period has been completed and all amounts due have been paid, the client may request:

• eligible website files under section 12; and
• domain-transfer or management information under section 13.

The client should submit a transfer request before, or within 30 days after, the paid Service Period ends.

Breydon Digital will provide the relevant files or information within a reasonable period but is not required to continue hosting the website while a transfer is arranged unless separately agreed.

15. Third-Party Services

The Services may rely on third-party providers, including providers of:

• hosting;
• security and content delivery;
• domain registration;
• website forms;
• email;
• content management;
• analytics; and
• related technical infrastructure.

Breydon Digital may select or change an underlying provider or technical method where reasonably required to deliver, maintain or secure the Services.

Third-party services are subject to their own availability, technical limitations and terms. Breydon Digital does not guarantee that a particular third-party provider or feature will remain available indefinitely.

Where a change materially affects an agreed Service, Breydon Digital will, where reasonably practicable:

• provide a suitable alternative;
• adjust the affected Service by agreement; or
• discuss other available options with the client.

The client is responsible for third-party subscriptions and accounts contracted for directly by the client.

16. Service Availability, Security and Backups

Breydon Digital will take reasonable steps to keep Managed Websites available, secure, backed up and maintained.

Continuous, uninterrupted or error-free availability is not guaranteed.

Downtime may result from:

• planned or urgent maintenance;
• security work;
• software or infrastructure updates;
• a third-party failure;
• an internet, network or power failure;
• malicious activity;
• legal or regulatory action; or
• an event outside Breydon Digital’s reasonable control.

Backups support reasonable service recovery but are not guaranteed to preserve every version of every item indefinitely.

The client must retain its own copies of important original content, photographs, documents and other Client Materials.

17. Acceptable Use

The client must not use a website or Service supplied by Breydon Digital for an unlawful, harmful, misleading or infringing purpose.

Prohibited uses include:

• unlawful activity;
• fraud, scams or materially misleading practices;
• harmful, abusive or seriously offensive content;
• infringement of intellectual-property, privacy or other third-party rights;
• distribution of malware or malicious code;
• attempts to compromise the security or availability of a system; and
• unlawful unsolicited communications.

Breydon Digital may remove affected content or suspend a Service where reasonably necessary to address a suspected breach.

Breydon Digital may terminate the affected Service for a material breach in accordance with section 18.

18. Suspension and Termination

18.1 Suspension or termination by Breydon Digital

Breydon Digital may suspend or terminate an affected Service if:

• an amount due remains unpaid after reasonable notice;
• the client commits a material breach of the Agreement;
• a remediable breach is not remedied within 14 days after written notice requiring it to be remedied;
• the website or Service is used unlawfully;
• continued operation creates a material security, legal or reputational risk;
• a relevant third-party provider requires suspension or termination; or
• continuing to provide the Service would breach applicable law.

Immediate suspension may be necessary where there is unlawful use, an urgent security risk or a risk of material harm to Breydon Digital, a third-party provider or another person.

Where reasonably possible, Breydon Digital will notify the client of a suspension and explain what is required to restore the Service.

18.2 Termination by the client for breach

The client may terminate an affected Service by written notice if Breydon Digital commits a material breach of the Agreement and fails to remedy that breach within 14 days after receiving written notice requiring it to be remedied.

18.3 Refund following termination for Breydon Digital’s breach

If the client validly terminates under section 18.2, Breydon Digital will refund any prepaid amount that relates exclusively to Services that will not be provided after termination.

No refund is due for Services already properly provided, work already properly completed or non-refundable third-party costs properly incurred for the client.

18.4 Consequences of termination

Termination or suspension does not affect rights and liabilities that arose before the effective termination date.

The client remains responsible for amounts that became due before termination.

Where the initial Service Period has ended and all amounts due have been paid, the client may request eligible website files and domain information under sections 12 to 14.

The handling of personal information when the Service ends is governed by the applicable Data Processing Schedule.

Any provision intended to operate after termination will continue to apply, including provisions relating to payment, ownership, confidentiality, data protection, liability and governing law.

19. Data Protection

Each party is responsible for complying with the data protection laws that apply to its activities.

The client will normally determine why personal information submitted through its website or held in its application workspace is collected and how it is subsequently used, retained and deleted.

Breydon Digital may maintain the technical operation of website forms and related systems but will not routinely manage the client’s enquiries unless expressly agreed.

Where Breydon Digital processes personal information on the client’s behalf:

• the client acts as Controller;
• Breydon Digital acts as Processor; and
• the applicable Data Processing Schedule forms part of the Agreement.

Breydon Digital’s processing of business contact, account, billing and service-administration information for its own purposes is governed by the Breydon Digital Privacy Policy.

20. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only as reasonably required to perform or receive the Services, exercise rights under the Agreement or comply with the law.

Confidential information includes non-public business, financial, technical, security and personal information.

This obligation does not apply to information that:

• is or becomes public other than through a breach of the Agreement;
• was already lawfully known without a confidentiality obligation;
• is lawfully received from another source without a confidentiality obligation; or
• must be disclosed by law, a court or a competent authority.

Where legally permitted, the party required to disclose confidential information will give the other party reasonable notice before disclosure.

Each party may disclose confidential information to a professional adviser, contractor or service provider who reasonably needs it and is subject to an appropriate confidentiality obligation.

21. Professional Mailboxes and Email Services

Professional mailbox services are not included in a Managed Website plan unless expressly stated in the Order.

Breydon Digital may provide reasonable assistance with the initial setup of a suitable third-party email provider.

Where the client contracts with an email provider directly, the client:

• pays that provider directly;
• controls its accounts and mailbox data;
• is responsible for account security and authorised users;
• is responsible for retention and backups; and
• is responsible for any future export or migration.

Ongoing mailbox administration, backup, recovery, archiving and migration are not included unless separately agreed in writing.

22. Design-Only Website Builds

A design-only website build is separate from a Managed Website plan.

The scope, price, delivery arrangements and included revisions will be recorded in the Order.

Unless the Order states otherwise, a design-only build does not include:

• hosting;
• deployment;
• domain registration or renewal;
• maintenance;
• backups;
• security monitoring;
• content updates; or
• ongoing support.

Completed website files will be supplied after completion and full payment.

The client is responsible for arranging hosting, deployment, maintenance, backups, security and future updates.

Any transfer of copyright in bespoke work must be expressly confirmed in writing. Breydon Digital’s pre-existing and reusable materials and all third-party materials remain subject to section 12.

A design-only build fee is non-refundable once work has begun, except where the Order states otherwise, Breydon Digital is in material breach or a refund is required by law.

23. Website Care and One-Off Repairs

Website Care, technical support and one-off repairs are separate from Managed Website plans.

The scope, price, payment arrangements and, for recurring Website Care, cancellation arrangements will be confirmed in the Order.

Only items expressly included in the Order form part of the Service.

A one-off repair is limited to the specific issue or issues agreed before work begins. It is considered complete when the agreed work has been carried out and delivered.

Unless expressly included, a one-off repair does not provide:

• continuing support or maintenance;
• future updates or repairs;
• hosting, backups or monitoring; or
• responsibility for unrelated or pre-existing issues.

The client must ensure that suitable backups are available before repair work begins unless backup work is expressly included.

Breydon Digital is not responsible for a problem to the extent that it is caused by:

• third-party software, themes, plugins or platforms;
• an existing website configuration or hosting environment;
• a change made by the client or another provider;
• a later software update; or
• an external event occurring after the repair is completed.

Breydon Digital will exercise reasonable care and skill but does not guarantee that a repair will permanently resolve every issue, particularly where third-party or legacy systems are involved.

Work required after completion will be treated as a new request and may be quoted separately.

24. Limitation of Liability

The client’s attention is particularly drawn to this section.

Nothing in the Agreement excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of a liability that cannot lawfully be excluded or limited; or
• any other matter for which exclusion or limitation would be unlawful.

Subject to the paragraph above, neither party will be liable to the other for:

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

Breydon Digital will not be liable for a loss to the extent that it is caused by:

• inaccurate, unlawful or infringing Client Materials;
• an act or omission of the client or someone acting for the client;
• the client’s failure to keep copies of original Client Materials;
• use of the website or Services contrary to the Agreement or reasonable instructions;
• a third-party service failure outside Breydon Digital’s reasonable control; or
• an event outside Breydon Digital’s reasonable control.

These exclusions do not apply to the extent that the relevant loss was caused by Breydon Digital’s failure to exercise reasonable care and skill or by another breach of the Agreement.

Subject to the liabilities that cannot lawfully be limited, Breydon Digital’s total aggregate liability arising out of or in connection with an affected Service, whether in contract, tort including negligence, misrepresentation, breach of statutory duty or otherwise, will not exceed the total fees paid or payable for that Service under the relevant Order during the 12 months preceding the event giving rise to the claim.

If the relevant Order has been in force for less than 12 months, the cap will be the total fees paid or payable under that Order for its initial agreed period.

Each party must take reasonable steps to reduce any loss it suffers.

25. Changes to Services, Prices or Terms

Changes to Application Subscriptions are governed by section 31.8.

Breydon Digital may update its services, prices or standard Terms from time to time.

A change will not alter the agreed price, scope or contractual terms of a Service Period that has already been paid for unless:

• the change is required by law;
• it is reasonably necessary to address an urgent security or technical risk and does not materially reduce the agreed Service; or
• both parties expressly agree to it in writing.

Updated Terms and prices will normally apply only to new Orders and subsequent renewals.

Before renewal, the client will be informed of any material change proposed for the renewed Service Period and may decide whether to renew.

The dated version of the Terms identified in the Order will continue to apply to the relevant Service Period.

26. Events Outside Reasonable Control

Neither party will be responsible for delay or failure caused by an event outside its reasonable control.

Such events may include:

• internet, power, hosting or infrastructure failures;
• cyberattacks;
• fire, flood or natural disaster;
• industrial disputes;
• government action;
• serious illness; and
• changes in law or third-party platform requirements.

The affected party must take reasonable steps to reduce the effects of the event and resume performance when reasonably possible.

This section does not excuse the client from paying an amount that became due before the event occurred.

If an event prevents a material Service from being provided for more than 30 consecutive days, either party may terminate the affected Service by written notice. The client will receive a refund of any prepaid amount relating exclusively to Services that will not be provided after termination.

27. Notices

General enquiries and support requests may be sent to [email protected].

A formal notice concerning non-renewal, cancellation, breach, suspension or termination must be sent by email to:

• Breydon Digital: [email protected]
• The client: the email address stated in the Order or subsequently notified in writing.

A notice sent by email will be treated as received at 9:00 am on the next Business Day after it is sent, provided that the sender does not receive a delivery-failure notification.

Each party must notify the other promptly if its notice email address changes.

This section does not govern the service of court proceedings or other documents in legal proceedings.

28. General Provisions

Changes agreed between the parties

A variation to an existing Agreement is effective only if it is recorded in writing and agreed by both parties.

Subcontracting

Breydon Digital may use suitable contractors and third-party providers to deliver the Services. This does not remove Breydon Digital’s responsibility for its obligations under the Agreement.

Use of sub-processors for personal information is governed by the applicable Data Processing Schedule.

Assignment

The client may not transfer the Agreement to another person or organisation without Breydon Digital’s prior written consent, which will not be unreasonably withheld.

Breydon Digital may transfer the Agreement as part of a genuine sale or transfer of its business, provided that the transfer does not materially reduce the client’s contractual rights.

No partnership or agency

Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.

Neither party has authority to make a commitment on behalf of the other.

Waiver

A failure or delay in enforcing a right does not waive that right.

A waiver is effective only if given in writing and applies only to the particular circumstances for which it is given.

Severability

If a provision of the Agreement is found to be invalid or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid and enforceable.

If that is not possible, the affected provision will be removed. The remaining provisions will continue to apply.

Third-party rights

A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

29. Governing Law and Jurisdiction

The Agreement and any non-contractual dispute or claim arising from it are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, except where applicable law requires otherwise.

30. Contact

Questions about these Terms or the Services may be sent to:

Breydon Digital
Email: [email protected]
Website: breydondigital.co.uk

31. Application Subscription Schedule

31.1 Scope and relationship with website plans

This Schedule applies to Booking Office and any other hosted application identified in an Order as an Application Subscription. It forms part of these Terms. An Application Subscription provides access to software as a service; it is not a commissioned software build or a sale of the software.

Application Subscriptions are available separately or alongside a Managed Website. They are charged separately and are not included in Starter or Growth website plans. Taking both services does not change their respective billing periods, cancellation arrangements or ownership provisions. Cancelling one does not automatically cancel the other.

For Application Subscriptions, this Schedule takes precedence over conflicting provisions in the main Terms, subject to the order of precedence in section 3. In particular, the annual website service, website-file transfer and website renewal provisions in sections 6, 12 and 14 do not apply to the application. The applicable Data Processing Schedule continues to govern processing of personal information.

31.2 Included service and activation

The subscription includes access to the application identified in the Order, initial personalisation with the client’s logo and agreed brand colours, application hosting, ongoing maintenance and ongoing feature updates. The Order will identify the application, subscription fee, any applicable taxes, agreed account or usage limits, payment arrangements and activation date.

The client must supply branding materials that it has permission to use. Personalisation does not create an exclusive application or transfer ownership of the software. Feature updates are improvements made to the application over time; they do not include a commitment to build a client’s requested feature or deliver a particular development timetable.

Access begins on the activation date confirmed in the Order or in writing, once the required initial payment and setup information have been received. Subscription billing begins on that activation date.

31.3 Monthly billing and renewal

Application Subscriptions run monthly and are payable in advance. Each subscription automatically renews for another month unless cancelled in accordance with section 31.4. There is no minimum commitment beyond the current paid month.

The first payment is due before access is activated. Subsequent payments are due on the monthly anniversary of the activation date using the payment method agreed with the client. If the corresponding date does not exist in a month, renewal falls on that month’s final day. The renewal date and fee will be confirmed before the client subscribes. Automatic collection of payments requires an appropriate payment authorisation.

Application subscription fees are separate from website plan fees, even where both are recorded in the same Order. Non-payment may result in suspension or termination under section 18 after reasonable notice. No cancellation penalty applies; amounts properly due for periods already started remain payable.

31.4 Cancellation and the end of access

The client may cancel renewal by emailing [email protected] from its nominated contact address, identifying the application and account. Notice must be received before the next renewal date to prevent that renewal. For these cancellations, notice takes effect when delivered to Breydon Digital’s email mailbox, rather than under the next-Business-Day receipt rule in section 27. No additional notice period or cancellation fee applies. Breydon Digital will acknowledge the cancellation and confirm the date access ends; a delay in acknowledgement does not invalidate a notice received on time.

Unless suspended or terminated earlier under section 18, access continues until the end of the paid month. No further subscription month is charged after an effective cancellation. At the end of the subscription, the client’s right to use and access the application ends. The client does not receive the application’s source code, hosting infrastructure or a self-hosted copy.

Cancellation does not affect rights or liabilities that have already arisen. Handling of personal information at the end of the service remains governed by section 19, the applicable Data Processing Schedule and applicable law.

31.5 Refunds and termination by Breydon Digital

If the client cancels before application access has been activated, the subscription payment will be refunded. After activation, there is no routine part-month refund when the client chooses to cancel or stops using the application.

This does not restrict a refund or other remedy required by law or arising from Breydon Digital’s failure to provide the agreed service, including the rights in sections 18.2 and 18.3.

Breydon Digital may discontinue an application or end a subscription for reasons other than the client’s breach by giving at least 30 days’ written notice. Any prepaid subscription amount covering a period after access ends will be refunded. Suspension or termination for non-payment, misuse or another breach remains subject to section 18.

31.6 Software ownership and customer materials

Breydon Digital retains ownership of the application software and the intellectual property rights it owns in its code, design, templates, workflows and updates. Third-party materials remain subject to their respective ownership and licence terms.

During an active paid subscription, the client receives a limited, non-exclusive and non-transferable right for its authorised users to use the application for its own business or organisation, subject to the Agreement and any agreed account limits. The client must not resell, sublicense or provide the application as a service to another business without written permission.

The client retains ownership of its branding and business data to the extent that it owns those rights. Breydon Digital may use those materials only as reasonably required to provide the Services and in accordance with the Agreement and applicable data-protection requirements. Branding personalisation does not transfer ownership of the application to the client, including after any length of subscription.

31.7 Maintenance, feature updates and support

Hosting, maintenance and ongoing feature updates are included in the subscription fee. Breydon Digital will provide the service with reasonable care and skill. The availability, security and backup principles in section 16 also apply to Application Subscriptions. Continuous, uninterrupted or error-free access is not guaranteed.

Maintenance and updates may change the interface or how particular features work. Breydon Digital will give reasonable advance notice of planned work likely to materially interrupt access where practicable. Urgent security or fault-resolution work may take place without advance notice.

Material reductions to agreed core functionality are subject to section 31.8. Reasonable application support is available by email during Business Days. No guaranteed response time, resolution time or service level applies unless expressly agreed in the Order.

The client is responsible for the accuracy of its entries, quotes, invoices, payment records and other business documents, and for checking them before use. Recording a payment does not itself collect or transfer money. The application does not replace the client’s accounting, tax or legal advice.

31.8 Changes to fees and subscription terms

Breydon Digital will give at least 30 days’ written notice before increasing a subscription fee or making a material change to subscription terms or reducing agreed core functionality. The notice will explain the change and when it will take effect. Fee increases apply only from a renewal date on or after the notice period ends and do not change a paid month’s agreed fee.

The client may cancel before the change takes effect. Where the change is a material reduction in agreed core functionality or an adverse material change to terms, the client may instead end the affected subscription immediately before the change takes effect and receive a refund for any prepaid unused period after that date.

Changes required by law or reasonably necessary to address an urgent security or technical risk may need to take effect sooner. Breydon Digital will explain them as soon as reasonably practicable. Nothing in this Schedule excludes rights or remedies that cannot lawfully be excluded.

31.9 Public demonstrations

A public application demo uses fictional records to illustrate workflows. Visitors must use sample details only. The demo does not create real bookings, take payments or send customer emails, and is not a production account. A demo does not by itself create an Application Subscription or guarantee that a particular feature will remain unchanged.

32. Questions, Faults and Complaints

If the client has a concern about a Service, they should email [email protected] with the relevant Order or account details, a description of the issue and the outcome they are seeking. Urgent faults or security concerns should be identified clearly in the message.

Breydon Digital will acknowledge the complaint, investigate it and respond within a reasonable time, taking account of the nature and urgency of the issue. Where more time or information is needed, the client will be told what is required and kept informed of progress.

This process does not require the client to give up any contractual remedy or legal right. It does not replace a formal notice required under section 18 or affect any mandatory consumer right.

33. Photography and Drone Photography Schedule

33.1 Scope and booking details

This Schedule applies to ground and drone photography identified in an Order, whether booked on its own or alongside a website. Photography is quoted separately and is not included in Starter or Growth website plans. This Schedule takes precedence over conflicting general provisions relating to the photography service, subject to section 3.

Before booking, the Order will confirm the brief, location, intended uses of the images, agreed shoot date and duration, deliverables, editing, delivery arrangements and timeframe, total price and any agreed travel or other expenses. The client should identify essential subjects or requested shots before the shoot. A particular image or angle cannot be guaranteed where conditions, safety or lawful access prevent it.

33.2 Proofs, payment and final delivery

Watermarked proofs will be provided for the client to review before final delivery. Full payment is due after the proofs have been made available and before the final edited downloads are released, in accordance with the payment instructions in the Order. No deposit or advance shoot payment is required unless separately and expressly agreed before booking.

Proofs are supplied for private review and selection only. They must not be published, used in marketing or distributed as finished images, and their watermarks must not be removed. Once payment has been received, the agreed final edited files will be released within the delivery timeframe confirmed in the Order. The payment condition does not remove the client’s right to raise a genuine issue with the agreed work or exercise a legal remedy.

33.3 Editing and supplied files

The standard deliverables are selected, edited images in the digital format and resolution agreed in the Order. RAW files, unselected captures and working files are not included unless their supply and any related charge are separately agreed in writing before that additional work or supply takes place.

The Order will identify any particular retouching or editing requirements and included revisions. Additional editing outside the agreed brief will only be undertaken for an additional fee with the client’s prior agreement. Corrections required because the supplied work does not meet the agreed brief are not treated as optional additional editing.

33.4 Client-requested changes and cancellation

The client may request a change of shoot date by emailing [email protected]. Rescheduling requested at least 48 hours before the agreed start time is free of charge, subject to agreeing an available replacement date and retaining the agreed scope.

For a rescheduling request made with less than 48 hours’ notice, any charge is limited to reasonable, unavoidable costs directly caused by the late change, on a basis disclosed and agreed before booking. There is no automatic charge for the full shoot price. Costs that are avoided or recovered will not be charged, and Breydon Digital will take reasonable steps to reduce the loss.

If the client cancels the booking rather than rescheduling it, any amount payable is limited to work properly completed at the agreed price and reasonable, unavoidable costs directly resulting from the cancellation, on a basis disclosed and agreed before booking. There will be no duplicate recovery of costs or automatic forfeiture of the full booking value. These provisions are subject to any applicable statutory cancellation and refund rights.

33.5 Weather and drone safety

If weather prevents the agreed drone shoot from taking place safely, it will be rescheduled free of charge to a mutually agreed available date. No additional shoot, travel or rescheduling fee will be charged for postponing that booking because of the weather.

The pilot retains the final decision on whether a flight can take place safely and lawfully. Flight plans may need to change because of weather, airspace restrictions, people, property, site conditions or required permissions. The client must not require a flight or shot that the pilot considers unsafe or unlawful.

Where a shoot cannot proceed because of another safety or legal restriction, Breydon Digital will explain the issue and discuss a suitable alternative or replacement date. Any additional cost requires the client’s agreement. If the agreed work cannot reasonably be supplied and no alternative is agreed, amounts paid for the unprovided work will be refunded. This does not limit other remedies available where Breydon Digital is responsible for a failure to provide the agreed service.

33.6 Access, permissions and operators

The client must arrange the site access it has agreed to provide, identify relevant restrictions and help obtain permissions that are within its control. Responsibility for any particular location, property or participant permission will be agreed before the shoot. Each party remains responsible for complying with the legal obligations that apply to its own activities, including privacy and data protection.

Drone work will normally be carried out by Mark Dudley. A suitably competent and insured third-party operator may be engaged if needed, with the client informed before the shoot. The pilot and operator must hold the qualifications, registrations, authorisations and insurance applicable to the actual flight. Breydon Digital remains responsible for its contractual obligations where it engages another operator to perform the agreed service.

33.7 Copyright and the customer’s licence

Copyright in photographs remains with Breydon Digital or the relevant photographer. Breydon Digital will ensure that it has the rights needed to grant the licence described here for any photographs it supplies. Copyright is transferred to the client only where a separate written assignment is expressly agreed and signed by the relevant rights holder.

Once the agreed fee has been paid in full, the client receives a perpetual, worldwide, non-exclusive licence, with no further royalty payable, to use the final supplied images for its own website, social media, advertising, printed marketing and other purposes expressly agreed in the Order. The licence includes reasonable cropping, resizing and formatting for those uses, and use by the client’s website designer, printer or marketing provider acting on its behalf. Any agreed private or personal use will be recorded in the Order.

The licence continues if a website plan, application subscription or other service ends. It does not permit resale as stock photography, sublicensing for another business’s independent use or use outside the agreed purposes without further permission. The website-file and bespoke-work ownership provisions in sections 12 and 22 do not assign copyright in commissioned photographs.

33.8 Portfolio use and privacy

Breydon Digital will seek the client’s permission before using commissioned photographs in its own portfolio, website, social media or other promotional material. The same restriction applies to a photographer or operator engaged by Breydon Digital. Declining promotional use does not affect the agreed photography service or the customer’s licence.

The client’s permission does not replace any other permission or lawful basis needed from identifiable people or other rights holders. Confidentiality, agreed publication restrictions, private commissions and applicable privacy and data-protection rights will be respected.

33.9 Problems with the service

If the agreed photography service or supplied files have a problem, the client should contact Breydon Digital with details so that it can be investigated and an appropriate correction, replacement, reshoot or other remedy discussed. Section 32 explains the complaints process. Nothing in this Schedule excludes a remedy or consumer right that cannot lawfully be excluded.

34. Personal Customers and Consumer Rights

34.1 Who this section applies to

This section applies where the client is an individual buying wholly or mainly for purposes outside their trade, business, craft or profession. Whether a client is a consumer depends on the circumstances of the purchase. Selecting a business option on a form or accepting these Terms does not remove consumer rights that apply by law.

Where this section applies, it takes precedence over any conflicting cancellation, refund, liability, notice or other provision in these Terms. Nothing in the Agreement excludes or limits statutory consumer rights.

34.2 Information before acceptance

Before a consumer accepts an Order, Breydon Digital will provide the service description, total price and agreed extra costs, payment and delivery arrangements, contract duration, any renewal terms and applicable cancellation information in a form the client can keep, such as email. The Order will also provide the business contact and geographical address information required for the contract. An enquiry or intake form does not itself commit the client to buy or waive cancellation rights.

Application Subscriptions are primarily designed for business use. If an application is to be supplied for a consumer’s personal use, the applicable consumer information and arrangements will be confirmed before acceptance. The business subscription wording does not override mandatory consumer requirements.

34.3 Cancelling a service agreed online, by email or by phone

For a consumer service contract agreed online, by email or by phone, the client may cancel without giving a reason during the period ending 14 days after the day the contract is entered into, subject to the early-performance rules below. This cancellation period starts from the contract, not from payment or final delivery. Where the law provides a longer period or additional cancellation rights, those rights apply.

To cancel, the client may email [email protected] with a clear statement that they wish to cancel, identifying the service and Order. They may use the optional wording below but do not have to. It is sufficient to send the cancellation before the cancellation period expires; the next-Business-Day receipt rule in section 27 does not delay a timely consumer cancellation.

Any refund due following this cancellation will be made without undue delay and no later than 14 days after Breydon Digital is informed of it. The refund will use the original payment method unless the client expressly agrees otherwise, without a refund fee. Only a deduction permitted by law for services properly supplied following a valid early-start request may be made.

34.4 Starting services during the cancellation period

Breydon Digital will not begin a consumer service during its cancellation period unless the client expressly requests this. Any request will be recorded separately in writing; accepting general Terms, submitting an enquiry or paying an invoice does not by itself constitute an early-start request.

If the client validly requests an early start, receives the required information and then cancels during the cancellation period, an amount proportionate to the services properly supplied before cancellation may be payable, calculated against the agreed price in accordance with applicable law. The client will not be charged where the law prevents that charge.

The service cancellation right is lost on full performance only where the client requested the early start and acknowledged beforehand that the right would be lost once the service was fully performed. Completing an initial website build does not by itself mean an ongoing hosting or managed-service contract has been fully performed.

If a contract includes separately supplied digital content, any required consent to early supply and acknowledgement of loss of cancellation rights will be obtained separately before that supply. Neither downloading proofs nor accepting these general Terms is treated as a blanket waiver.

34.5 Quality, remedies and cancellation after the initial period

Services must be provided with reasonable care and skill. Where applicable consumer law provides a right to repeat performance, a price reduction, a refund or another remedy, that right remains available. General non-refundable-fee wording, liability exclusions and cancellation charges in these Terms do not override those rights.

After an applicable cooling-off period, the cancellation arrangements for the relevant service apply subject to consumer law. A cancellation charge must be fair and reflect a recoverable loss, with reasonable steps taken to reduce it and no double recovery. Section 32 explains how to raise a complaint without giving up legal rights. Any mandatory right to use a different court or jurisdiction also remains unaffected.

34.6 Optional cancellation wording

The client may copy the following into an email or letter. This is optional; any clear cancellation statement is sufficient.

To: Mark Dudley trading as Breydon Digital, [email protected]

I/We hereby give notice that I/We cancel my/our contract for the following service: [service and Order reference].

Ordered on: [date].
Consumer name(s): [name(s)].
Consumer address: [address].
Date of notice: [date].
Signature(s): [only if sent on paper].

A postal cancellation may be sent to the business address supplied with the Order. Email cancellation does not require a handwritten signature.