1. About these terms
These Terms of Service (“Terms”) are a legally binding agreement between you and Webmasters LDN, a software studio based in the United Kingdom (“Webmasters LDN”, “we”, “us”, “our”). They govern your access to and use of https://webmastersldn.com, the client portal and any related services (the “Services”).
By accessing the Site, creating an account, or engaging us to perform work, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not use the Site or the Services. If you are agreeing on behalf of a company or other organisation, you confirm you have authority to bind that organisation.
2. Definitions
- “Client” means a person or organisation that engages us to provide Services.
- “Deliverables” means the software, code, designs, documentation and other materials we create for a Client.
- “Order” or “Statement of Work” (“SOW”) means a written proposal, quote or scope document describing the work, fees and timeline, agreed between us and a Client.
- “Portal” means the client portal made available through the Site.
- “Content” means any material you submit, upload or transmit through the Site or Portal.
3. The agreement between us
These Terms apply to all Services. Where we agree a specific engagement, that engagement is also governed by the relevant SOW. If there is any conflict, the order of priority is: (1) the signed SOW; (2) these Terms; (3) any other document. No variation to these Terms is effective unless agreed in writing by us.
4. Eligibility and accounts
You must be at least 18 years old and capable of forming a binding contract to use the Services. To use the Portal you must register for an account. You agree to:
- provide accurate, current and complete information;
- keep your login credentials confidential and not share them;
- be responsible for all activity that occurs under your account;
- notify us immediately of any unauthorised use or suspected breach of security.
We may suspend or terminate accounts that breach these Terms or that we reasonably believe present a security or legal risk.
5. Acceptable use
Your use of the Site and Portal is subject to our Acceptable Use Policy, which forms part of these Terms. You must not misuse the Services, interfere with their operation, attempt to gain unauthorised access, or use them for any unlawful purpose.
6. Services and statements of work
We provide software design, development and related services as described in each SOW. We will perform the Services with reasonable skill and care and in accordance with the SOW. Timelines are estimates given in good faith and depend on you providing information, approvals, access and content promptly. Unless the SOW says otherwise, time is not of the essence.
Any change to the scope, timeline or fees must be agreed through a written change to the SOW. We are not obliged to carry out work outside an agreed SOW.
7. Your responsibilities
You agree to:
- co-operate with us and provide timely decisions, feedback and approvals;
- supply accurate and complete information, content and materials we reasonably need;
- obtain all licences and consents needed for materials you provide to us;
- maintain your own backups of data you provide where practical;
- comply with all laws applicable to your use of the Services and Deliverables.
We are not liable for delays or failures caused by your failure to meet these responsibilities, and we may adjust timelines and fees accordingly.
8. Fees, invoicing and payment
Fees are set out in the applicable SOW. Unless stated otherwise:
- fees are exclusive of VAT and other taxes, which we will add where applicable;
- we issue invoices through the Portal, payable within 14 days of the invoice date;
- payments are processed securely by our payment processor, Stripe;
- we may require a deposit or stage payments before starting or continuing work.
If you do not pay an undisputed invoice on time, we may charge interest on the overdue amount at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend the Services until payment is made. You must pay all amounts in full without set-off or deduction except as required by law.
9. Intellectual property
9.1 Our materials
We and our licensors own all intellectual property rights in the Site, the Portal, our methods, know-how, tools, libraries and any pre-existing materials we use to deliver the Services. Nothing in these Terms transfers those rights to you.
9.2 Deliverables
Subject to full payment of all fees due under the relevant SOW, we assign to the Client the intellectual property rights in the bespoke Deliverables created specifically for that Client, except for any third-party or open-source components and our pre-existing materials, for which we grant the Client a non-exclusive, perpetual licence to use them as part of the Deliverables. Until full payment, all rights in the Deliverables remain with us.
9.3 Your content
You retain ownership of Content you provide. You grant us a licence to use, copy, store and modify that Content as needed to provide the Services. You confirm you have the rights to grant this licence and that your Content does not infringe the rights of any third party.
9.4 Portfolio
Unless the SOW says otherwise, we may identify the Client and describe the work at a high level in our portfolio and marketing, without disclosing confidential information.
10. Confidentiality
Each party may receive confidential information from the other. Each party agrees to keep the other’s confidential information secret, to use it only to perform or receive the Services, and not to disclose it except to those who need to know it and who are under similar obligations. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law.
11. Data protection
Each party will comply with applicable data protection law. Our handling of personal data through the Site is described in our Privacy Policy. Where we process personal data on a Client’s behalf in delivering the Services, we do so as a processor under data processing terms that meet Article 28 of the UK GDPR, agreed as part of the engagement.
12. Third-party services
The Services may rely on or integrate third-party products and services (for example, hosting, payment, email and infrastructure providers). Those services are subject to their own terms, and we are not responsible for them. We will use reasonable care in selecting providers but do not guarantee their availability or performance.
13. Warranties
We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated in these Terms or an SOW, and to the fullest extent permitted by law, the Site, the Portal and the Services are provided “as is”and we exclude all other warranties, conditions and representations, whether express or implied. We do not warrant that the Site or Portal will be uninterrupted, error-free or free of harmful components, although we work to keep them secure and available.
14. Limitation of liability
Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
Subject to that, and to the fullest extent permitted by law:
- we are not liable for any loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill, or loss or corruption of data, or for any indirect or consequential loss; and
- our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by you to us under the relevant SOW in the 12 months before the event giving rise to the claim.
You are responsible for ensuring the Deliverables are suitable for your purposes and for testing them in your environment before relying on them in production.
15. Indemnity
You agree to indemnify us against all liabilities, costs, expenses, damages and losses arising from your breach of these Terms, your misuse of the Services, or any claim that your Content infringes the rights of a third party.
16. Suspension and termination
We may suspend or terminate your access to the Site, the Portal or the Services if you materially breach these Terms, fail to pay amounts due, or if we are required to do so by law. Either party may terminate an engagement as set out in the relevant SOW, or on reasonable written notice where no term is stated.
On termination, you must pay all fees for Services performed and committed costs up to the termination date. The sections of these Terms that by their nature should survive termination (including those on intellectual property, confidentiality, liability and governing law) will continue to apply.
17. Force majeure
Neither party is liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes, failure of utilities or telecommunications, or failures of third-party providers. The affected party will take reasonable steps to mitigate the effect.
18. Consumers
If you are a consumer rather than a business, you have legal rights under the Consumer Rights Act 2015 and other consumer protection laws that are not affected by these Terms. Where you are a consumer, certain provisions of these Terms (such as some limitations of liability) apply only to the extent permitted for consumer contracts, and you may have a statutory right to cancel certain contracts within a cooling-off period.
19. General
- Entire agreement: these Terms and any SOW form the entire agreement between us on their subject matter.
- Assignment: you may not assign your rights without our written consent; we may assign or subcontract our obligations, remaining responsible for the Services.
- Severance: if any provision is found unenforceable, the rest of the Terms continue in force.
- Waiver: a delay in enforcing a term is not a waiver of it.
- Third parties: no one other than the parties has any rights under these Terms under the Contracts (Rights of Third Parties) Act 1999.
- Notices: notices to us should be sent to build@webmastersldn.com.
20. Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of the United Kingdom, and the courts of the United Kingdom have jurisdiction over them. If you are a consumer, this does not deprive you of any protection given to you by mandatory provisions of the local law that applies to you.
21. Contact
Questions about these Terms can be sent to build@webmastersldn.com.