Legal

These Terms and Conditions (“Terms”) govern the supply of services by Chris Good trading as Boosh Digital (“we”, “us”, “our”) to you (“you”, “the Client”). By accepting a proposal, placing an order, paying a deposit or instructing us to begin work, you agree to these Terms.

Please read them carefully. They set out how we work, what each of us is responsible for, and how liability is allocated between us.

Who you are contracting with

• Legal entity: Chris Good trading as Boosh Digital
• Registered address: Court Farm, Higher Street, Devon, EX15 1BG

1. Definitions

• Engagement means the proposal, quote, statement of work or written scope describing the services we have agreed to provide.
• Deliverables means the websites, designs, content, code, reports and other materials we produce for you under an Engagement.
• Client Materials means any content, data, images, text, trade marks, logins or other materials you supply to us.
• Services means the web design, development, hosting arrangement, search optimisation, content, advertising, lead generation and related services we provide.

Where an Engagement conflicts with these Terms, the Engagement takes precedence for that project only.

2. Business clients

Our Services are supplied to businesses. These Terms are written on the basis that you are acting in the course of a business, and the parties agree that the Client is not dealing as a consumer. If you are in fact a consumer, nothing in these Terms affects your statutory rights, and any provision that would be unlawful or unfair as against a consumer does not apply to you.

3. Services and proposals

We will provide the Services described in your Engagement with reasonable skill and care. Anything not expressly included in the Engagement is out of scope. Quotes are based on the information available at the time, are valid for 30 days unless stated otherwise, and may be revised if the requirements change or if the information provided proves to be incomplete or inaccurate.

4. Fees, payment and VAT

• Unless otherwise agreed in writing, a deposit is payable before work begins and the balance is due as set out in your Engagement.
• Invoices are payable within 14 days of the invoice date unless stated otherwise.
• All fees are exclusive of VAT. VAT will be added at the prevailing rate where applicable.
• Advertised prices, including any “from” prices, indicate the starting point for a defined scope of work. Your actual fee will be confirmed in your Engagement.
• Where fees are payable monthly or per lead, they are payable in accordance with your Engagement and continue until the Engagement is validly terminated.
• We may suspend work, withhold Deliverables, or suspend access to hosted services where invoices remain unpaid after their due date. We will give you reasonable notice before doing so.
• We may charge interest and reasonable recovery costs on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• Third-party costs, including hosting, domain registration, licences, plugins, stock assets, advertising spend and subscriptions, are your responsibility unless expressly included in your Engagement.
• All sums are payable in full without set-off, counterclaim or deduction.

5. Your responsibilities

To deliver the Services effectively, you agree to:

• Provide Client Materials, access, approvals and information promptly and in a usable form;
• Nominate a single point of contact authorised to approve work and make decisions;
• Provide consolidated feedback within the timeframes set out in your Engagement;
• Keep your own copies of any materials you supply to us;
• Maintain the security of any credentials we provide, and tell us promptly if they are compromised;
• Comply with all laws applicable to your business, your website and the goods or services you sell.

Delay or failure on your part may affect timelines and cost. We are not liable for the consequences of such delay, and we may re-quote or re-schedule work accordingly. Where a project is placed on hold by you for more than 60 days, we may invoice for work completed to that point and treat the Engagement as suspended.

6. Timelines

Any dates we give are estimates made in good faith and depend on the timely cooperation of both parties. Time is not of the essence unless expressly agreed in writing.

7. Changes to scope

Requests falling outside the agreed scope will be quoted separately and may affect timelines. We will seek your approval before carrying out additional chargeable work. The number of revision rounds included is set out in your Engagement; further rounds are chargeable.

8. Approval and acceptance

Deliverables are deemed accepted on the earlier of your written approval, your use of them in the ordinary course of business, or 14 days after delivery where you have not raised a written objection. It is your responsibility to check Deliverables for accuracy, including all text, prices, contact details and legal content, before approval and publication.

9. Intellectual property

On payment in full of all sums due under an Engagement, ownership of the final Deliverables created specifically for you under that Engagement transfers to you, except for:

• Third-party and pre-existing materials, including open-source components, fonts, stock assets, plugins and platform software, which remain the property of their owners and are licensed to you on their own terms;
• Our own tools, frameworks, libraries, templates, processes, methodologies and know-how, which remain our property. Where these are incorporated into a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use them as part of that Deliverable;
• Any Deliverable supplied under a pay-per-lead or similar subsidised arrangement, which is governed by clause 15.

Until payment is made in full, we retain all rights in the Deliverables and you have no licence to use them. We may display and link to completed work in our portfolio and marketing, unless you ask us in writing not to.

10. Client Materials, warranties and indemnity

You warrant that:

• You own, or have all necessary rights and licences to use and to allow us to use, all Client Materials;
• Client Materials do not infringe any third party’s intellectual property, privacy or other rights;
• Client Materials are accurate, lawful, and not defamatory, misleading or otherwise unlawful;
• Any claims you make about your goods or services comply with applicable advertising and consumer protection law;
• You have a lawful basis for any personal data you provide to us or ask us to process.

You agree to indemnify us against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the warranties in this clause, your use of the Deliverables, or your failure to comply with data protection law.

11. Data protection and UK GDPR

You are the data controller. Where we process personal data on your behalf, for example data collected through your website, enquiry forms, CRM, mailing lists or advertising accounts, you are the controller of that personal data and we act as a processor on your documented instructions. You remain ultimately responsible for compliance with the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations and any other applicable data protection law in respect of that data.

In particular, you are responsible for:

• Establishing and documenting a lawful basis for processing;
• Publishing an accurate and up-to-date privacy notice and, where required, a cookie notice;
• Obtaining and recording valid consent where consent is the lawful basis relied upon, including for marketing and for non-essential cookies and tracking;
• Responding to data subject requests, complaints and regulatory correspondence;
• Determining and applying data retention periods;
• Registering with the Information Commissioner’s Office and paying the applicable fee where required;
• Carrying out any data protection impact assessment required for your processing;
• The accuracy and lawfulness of any personal data you supply to us or upload to systems we build.

Where we act as your processor, we will:

• Process personal data only on your documented instructions, unless required otherwise by law;
• Ensure that personnel authorised to process the data are bound by confidentiality;
• Implement appropriate technical and organisational measures having regard to the state of the art, the cost of implementation and the nature of the processing;
• Engage sub-processors, including hosting, email, analytics and content platform providers, for the purposes of delivering the Services. You give general authorisation for such sub-processors, and we will inform you of any intended change so that you may object;
• Notify you without undue delay on becoming aware of a personal data breach affecting your data;
• Assist you, at your cost, with data subject requests, impact assessments and consultations with the ICO, so far as is reasonable and taking into account the nature of the processing;
• On termination, delete or return the personal data at your written direction, except where we are required by law to retain it.

Personal data may be transferred outside the UK where a sub-processor operates internationally. Where that happens, we will use providers that rely on an appropriate safeguard recognised under UK data protection law.

We do not advise on data protection compliance. Nothing we provide constitutes legal advice, and any template privacy notice, cookie banner or consent tool we implement is provided for your review and approval. Responsibility for its adequacy rests with you.

Our own handling of personal data as a controller, for example enquiries made through our website, is described in our Privacy Policy.

12. Confidentiality

Each party will keep confidential any non-public information disclosed by the other and use it only to perform the Engagement. This does not apply to information that is or becomes public through no breach, was already lawfully known, or must be disclosed by law. This clause survives termination.

13. Hosting, domains and third-party services

• Unless expressly agreed, domain names should be registered in your name and remain your property and responsibility, including renewal.
• Where we arrange hosting or third-party services on your behalf, those services are subject to the provider’s own terms and service levels, which we pass through to you but cannot improve upon.
• We are not responsible for the availability, performance, pricing changes, feature changes, suspension or discontinuation of any third-party platform, including search engines, hosting providers, payment providers, plugins and social networks.
• Where a third party changes or withdraws a service in a way that affects your Deliverables, any remedial work is chargeable.

14. Search, marketing and lead generation results

We do not guarantee any specific outcome, including search engine rankings, positions in map results, impressions, traffic volumes, conversion rates, lead volumes, sales or revenue. These depend on factors outside our control, including search engine algorithms, competitor activity, market conditions, seasonality, your pricing, and your own handling of enquiries.

Search engines and advertising platforms may change their algorithms, policies or products without notice, and may suspend, penalise or remove listings. We are not liable for the consequences of such changes or actions, including where they follow from your own activity or that of a previous supplier.

Any forecast, projection, calculator output or illustrative figure we provide is an estimate for planning purposes only and is not a promise of results.

15. Pay-per-lead and “Done For You” engagements

Where you engage us on a pay-per-lead or managed basis, the following additional terms apply.

• What counts as a lead and the fee payable per lead are defined in your Engagement. Only leads meeting that definition are chargeable.
• Disputed leads must be raised in writing within the period stated in your Engagement, with reasons. Leads not disputed within that period are treated as valid and chargeable.
• Records. Our tracking and reporting records are the primary record of lead volume, save for manifest error.
• Your cooperation. You agree to respond to leads promptly and in good faith, and to keep us informed of capacity or availability changes. Failure to handle leads does not remove the obligation to pay for them.
• Assets provided at a reduced fee. Where a website, branding or other asset is provided at a reduced or subsidised fee as part of such an engagement, it is licensed to you for the duration of the engagement and does not transfer to you, unless your Engagement expressly says otherwise. Terms for transfer or buy-out, if any, will be set out in your Engagement.
• No circumvention. You agree not to take enquiries generated through the engagement outside it in order to avoid fees payable under it.
• Exclusivity, where offered, applies only to the sector and geographic area expressly stated in your Engagement. Absent an express term, no exclusivity is granted.

16. Maintenance, support and backups

Ongoing maintenance, updates, monitoring and backups are provided only where included in a current support plan or Engagement. Where no such plan is in place, the Deliverables are your responsibility from acceptance, including software updates, security patching and backups. We strongly recommend maintaining independent backups of any website and its data. We are not liable for loss of data, downtime or security incidents on systems we do not actively maintain under a current agreement.

17. Security

We take reasonable measures to build securely and to protect credentials and data in our possession. No website or system can be guaranteed secure. We are not liable for unauthorised access, malware, defacement or data loss arising from vulnerabilities in third-party software, from credentials compromised on your side, from your failure to apply updates, or from a lapse in an active maintenance agreement.

18. Warranties

We warrant that the Services will be performed with reasonable skill and care, and that Deliverables will materially conform to the Engagement at the point of acceptance. Where a defect in a Deliverable is reported in writing within 30 days of acceptance, we will correct it at no charge. That correction is your sole remedy for such a defect.

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. Deliverables are otherwise provided “as is”. We do not warrant uninterrupted or error-free operation, or compatibility with every browser, device or future software version.

19. Limitation of liability

Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above:

• We are not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of or corruption of data, loss of goodwill or reputation, wasted expenditure, or any indirect, special or consequential loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise;
• Our total aggregate liability arising out of or in connection with an Engagement shall not exceed the total fees actually paid by you to us under that Engagement in the 12 months preceding the event giving rise to the claim;
• We are not liable for any loss arising from your breach of these Terms, your Client Materials, your failure to comply with data protection law, your handling of leads or enquiries, decisions you make on the basis of our reports or recommendations, or the acts or omissions of any third party;
• Any claim must be notified to us in writing within 12 months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

You acknowledge that the fees charged reflect this allocation of risk, and that you are responsible for insuring against losses that fall outside it.

20. Term and termination

• Either party may terminate an Engagement on 30 days’ written notice, unless a minimum term is stated in the Engagement, in which case notice takes effect no earlier than the end of that term.
• Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or unable to pay its debts.
• On termination you must pay for all work carried out and costs committed up to the termination date, together with any sums already accrued.
• On termination, licences granted under clause 15 end, and any credentials or access we hold on your behalf will be handed over or closed at your written direction.
• Clauses that by their nature should survive termination will do so, including clauses 9, 10, 11, 12, 14, 18, 19 and 24.

21. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, industrial action, failure of utilities, internet or telecommunications, cyber attack, or the act or omission of a third-party provider. Payment obligations already accrued are not suspended by this clause.

22. Non-solicitation

During an Engagement and for six months afterwards, neither party will knowingly solicit for employment or engagement any individual who has been materially involved in delivering the Services, other than through a general public advertisement.

23. Assignment and subcontracting

You may not assign or transfer your rights under an Engagement without our written consent. We may subcontract delivery of any part of the Services, and remain responsible for work carried out by our subcontractors.

24. Publicity

We may identify you as a client and display Deliverables in our portfolio, case studies and marketing, unless you notify us in writing that you would prefer we did not. We will not disclose confidential commercial details without your consent.

25. General

• Entire agreement. These Terms together with your Engagement form the entire agreement between us and supersede any prior discussions, proposals or representations. Neither party relies on any statement not set out in them, save that nothing excludes liability for fraudulent misrepresentation.
• Variation. We may update these Terms from time to time. The version in force at the date of your Engagement applies to that Engagement. Changes to an existing Engagement must be agreed in writing.
• Severance. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions continue in force.
• Waiver. A failure or delay in enforcing any provision is not a waiver of it.
• No partnership. Nothing creates a partnership, joint venture or employment relationship between us.
• Third party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Notices must be in writing and may be sent by email to the addresses used for the Engagement.

26. Governing law and jurisdiction

These Terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

27. Contact

Questions about these Terms should be sent to chris@booshdigital.co.uk.