Website Design, SEO, Hosting & Digital Services Terms and Conditions

PART 1 – GENERAL

1. Definitions

In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the meanings set out below.

Agreement means these Terms and Conditions together with any Quotation, Proposal, Statement of Work, Order Confirmation or other written agreement between Wingnut Websites and the Client.

Business Day means any day other than a Saturday, Sunday or public holiday in England on which banks are open for normal business.

Client means the individual, partnership, company, charity, public body or other organisation purchasing Services from Wingnut Websites.

Completion means the point at which a Project is deemed complete in accordance with Clause 18, whether or not the Client has requested further revisions, confirms that they are completely satisfied, or the website has been published live.

Content means all text, images, photographs, logos, videos, documents, graphics, audio, branding, trademarks and other materials supplied by the Client or created during the Project.

Consumer means an individual acting wholly or mainly for purposes outside their trade, business, craft or profession as defined by the Consumer Rights Act 2015.

Deposit means any advance payment payable before work begins.

Domain Name means any internet domain registered or managed by Wingnut Websites on behalf of the Client.

Hosting Services means any website hosting, email hosting, server management or related services supplied by Wingnut Websites.

Intellectual Property Rights means all copyright, database rights, trademarks, design rights, patents, trade secrets, know-how and any other intellectual property rights whether registered or unregistered anywhere in the world.

Project means the website, SEO campaign, hosting service or any other work agreed between the Client and Wingnut Websites.

Quotation includes any proposal, estimate or statement of work.

Services means any products or services supplied by Wingnut Websites including, but not limited to:

• Website Design
• Website Development
• Search Engine Optimisation (SEO)
• AI Search Optimisation
• Website Hosting
• Website Maintenance
• Domain Registration
• Email Services
• Website Audits
• Accessibility Improvements
• Performance Optimisation
• Google Business Profile Services
• Digital Consultancy
• Training
• Content Creation
• Any other digital services agreed in writing.

Wingnut Websites, we, our or us means Wingnut Websites.

Writing includes email unless otherwise stated.

2. Interpretation

2.1 These Terms and Conditions govern every agreement between Wingnut Websites and the Client unless otherwise agreed in writing.

2.2 Any reference to legislation includes any amendment, replacement or re-enactment of that legislation.

2.3 Headings are included for convenience only and do not affect interpretation.

2.4 Words importing the singular include the plural and vice versa.

2.5 References to one gender include all genders.

2.6 Where the words “including”, “include” or similar expressions are used, they shall be interpreted as meaning “including without limitation”.

2.7 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

3. The Agreement

3.1 Every Project undertaken by Wingnut Websites shall be governed by these Terms and Conditions.

3.2 No variation to these Terms shall be effective unless agreed in writing by Wingnut Websites.

3.3 Any purchase order, procurement terms or other conditions issued by the Client shall not apply unless expressly accepted in writing.

3.4 Where there is any inconsistency between these Terms and a written Quotation, the Quotation shall take precedence only in relation to the specific matter addressed.

3.5 The Client acknowledges that they have had the opportunity to read these Terms before instructing Wingnut Websites.

4. Quotations

4.1 All Quotations remain valid for 30 calendar days unless otherwise stated.

4.2 A Quotation is based upon the information supplied by the Client at the time it is prepared.

4.3 Unless expressly stated otherwise, a Quotation includes only those Services specifically listed.

4.4 Any work requested outside the agreed scope shall constitute additional work and may be charged at Wingnut Websites’ prevailing hourly rate or at another agreed price.

4.5 Wingnut Websites reserves the right to withdraw or revise any Quotation if:

• the scope of work changes;
• incorrect or incomplete information was supplied;
• third-party costs increase before acceptance;
• the Client requests additional functionality.

5. Acceptance

5.1 The Agreement shall commence when the earliest of the following occurs:

• the Client accepts a Quotation in writing;
• the Client pays any Deposit;
• the Client instructs Wingnut Websites to begin work;
• Wingnut Websites commences work following the Client’s instructions.

5.2 By accepting a Quotation or instructing Wingnut Websites to commence work, the Client confirms that they accept these Terms and Conditions.

6. Business and Consumer Clients

6.1 Wingnut Websites provides Services to both Consumers and Business Clients.

6.2 Where the Client is a Consumer, nothing within these Terms shall affect any statutory rights which cannot legally be excluded or limited.

6.3 Where the Agreement is entered into with a Consumer at a distance or away from Wingnut Websites’ business premises, the Consumer may have a statutory right to cancel the Agreement within fourteen (14) calendar days in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

6.4 Where a Consumer requests that Wingnut Websites commences the Services during the statutory cancellation period, the Consumer expressly requests the immediate commencement of the Services and acknowledges that:

• the Consumer may be required to pay for Services properly supplied before cancellation;
• where the Services have been fully performed following the Consumer’s express request, the statutory right to cancel may be lost to the extent permitted by law.

6.5 Where a Consumer validly cancels the Agreement after requesting that the Services commence during the statutory cancellation period, the Consumer shall pay a proportionate amount for the Services supplied up to the date on which cancellation is communicated together with any agreed non-refundable third-party costs properly incurred on the Consumer’s behalf.

6.6 Where the Client is acting in the course of a business, trade or profession, the Agreement shall be interpreted as a business-to-business contract wherever applicable.

6.7 Where different legal rights apply to Consumers and Business Clients, those rights shall apply automatically according to the Client’s status.

7. Entire Agreement

7.1 These Terms, together with any accepted Quotation, constitute the entire agreement between the parties.

7.2 The Client confirms that they have not relied upon any statement, representation or promise not expressly contained within the Agreement.

7.3 Nothing in this clause limits or excludes liability for fraudulent misrepresentation.

PART 2 – WEBSITE DESIGN & DIGITAL PROJECTS

8. Scope of the Services

8.1 Wingnut Websites shall provide the Services described within the accepted Quotation.

8.2 Unless expressly stated otherwise, the agreed price includes only those Services specifically listed within the accepted Quotation.

8.3 Any work requested by the Client that falls outside the agreed scope shall constitute a Change Request under Clause 9 and may incur additional charges.

8.4 Examples of work outside the agreed scope include, but are not limited to:

• additional pages;
• bespoke functionality;
• third-party integrations;
• additional revision rounds;
• additional copywriting;
• logo design;
• branding;
• image sourcing;
• photography;
• migration of historic content;
• SEO services not included within the Quotation;
• accessibility improvements outside the agreed scope;
• website training;
• consultancy services.

8.5 Wingnut Websites reserves the right to decline any request for additional work.

9. Change Requests

9.1 The Client may request changes to the agreed scope of the Project at any time.

9.2 Wingnut Websites shall advise whether the requested changes:

• fall within the existing scope;
• require additional charges;
• affect the Project timetable.

9.3 No Change Request shall become binding until agreed in writing by both parties.

9.4 Wingnut Websites shall not be obliged to commence any additional work until the revised quotation has been accepted.

10. Client Responsibilities

10.1 The Client agrees to:

• provide all requested information promptly;
• provide accurate instructions;
• supply all required content;
• review submitted work within the timescales specified within these Terms;
• ensure that all supplied information is lawful and accurate;
• nominate one principal contact where more than one person is involved in the Project.

10.2 The Client warrants that they own, or have obtained all necessary licences and permissions for, any Content supplied to Wingnut Websites.

10.3 The Client remains responsible for checking and approving:

• spelling;
• grammar;
• pricing;
• contact details;
• addresses;
• legal wording;
• product information;
• factual accuracy.

10.4 Wingnut Websites shall not be liable for errors that remain after the Client has approved the relevant stage of the Project.

11. Client Content

11.1 Unless otherwise agreed, the Client shall supply all text, photographs, logos, branding, videos and other Content required for the Project.

11.2 Where Wingnut Websites assists with copywriting, photography, AI-assisted content or image sourcing, the Client shall remain responsible for approving all material prior to publication.

11.3 The Client warrants that all supplied or approved Content:

• complies with all applicable laws;
• does not infringe any Intellectual Property Rights;
• is not defamatory;
• is accurate and not misleading.

11.4 Wingnut Websites reserves the right to refuse to publish any material reasonably believed to be unlawful, offensive or misleading.

12. AI-Assisted Content

12.1 Wingnut Websites may utilise artificial intelligence tools to assist with:

• content creation;
• copywriting;
• coding;
• image generation;
• research;
• SEO recommendations;
• accessibility improvements.

12.2 All AI-assisted material shall require review and approval by the Client before publication.

12.3 Wingnut Websites does not warrant that AI-generated material shall be factually accurate, legally compliant or suitable for every purpose.

12.4 The Client accepts responsibility for reviewing and approving all AI-assisted work prior to publication.

13. Project Timetable

13.1 Any Project timetable provided by Wingnut Websites is an estimate only.

13.2 Estimated completion dates depend upon:

• prompt Client feedback;
• timely receipt of Content;
• third-party suppliers;
• hosting providers;
• domain registrars;
• software providers;
• circumstances outside Wingnut Websites’ reasonable control.

13.3 Time shall not be of the essence in relation to the performance of the Services.

13.4 Wingnut Websites shall not be liable for delays caused by matters beyond its reasonable control.

14. Client Delays

14.1 Where Wingnut Websites requests information, Content or approval, the Client shall respond within 14 calendar days, unless otherwise agreed in writing.

14.2 Failure to respond within this period may result in the Project being placed on hold.

14.3 Wingnut Websites shall not be responsible for any delay arising from the Client’s failure to provide information, instructions or approvals.

14.4 Any Project completion date shall automatically be extended by any period during which the Client fails to provide requested information or approvals.

14.5 Where the Client fails to provide requested Content, information or approvals within the timescales set out in this Agreement, and such delay results in additional administration, rescheduling, reallocation of development resources or other additional work, Wingnut Websites reserves the right to charge for the additional work at its prevailing hourly rate or to charge a reasonable recommencement fee in accordance with Clause 32.

15. Suspension and Abandoned Projects

15.1 Wingnut Websites may suspend any Project where:

• payment is overdue;
• the Client fails to provide requested information;
• the Client becomes uncontactable;
• the Client behaves in an abusive, threatening or unreasonable manner.

15.2 Where no meaningful communication is received from the Client for a period of 30 consecutive days, Wingnut Websites may place the Project on hold.

15.3 Where no meaningful communication is received for 60 consecutive days, the Project may be deemed abandoned.

15.4 Upon abandonment:

• all work completed to that date shall be invoiced immediately;
• all outstanding invoices shall become immediately due and payable;
• no refund shall be payable in respect of work already completed.

15.5 Wingnut Websites may archive Project files after 90 days.

15.6 Wingnut Websites may permanently delete archived files after 180 days, without further notice.

16. Design Approval

16.1 The Client shall review submitted work promptly.

16.2 The Client shall provide one consolidated list of revisions for each review stage.

16.3 Failure to provide feedback within 14 calendar days shall constitute acceptance of that stage of the Project.

16.4 Once a stage has been approved, any subsequent amendments shall be treated as additional work and may incur additional charges.

17. Revisions

17.1 Unless otherwise stated within the accepted Quotation, the Project includes a maximum of two revision rounds.

17.2 A revision round consists of one consolidated list of reasonable amendments submitted by the Client following review.

17.3 Additional revisions requested after the included revision rounds may be charged at Wingnut Websites’ prevailing hourly rate.

17.4 Requests that materially alter the original design brief may be treated as a Change Request under Clause 9.

18. Completion

18.1 A Project shall be deemed complete upon the earliest occurrence of any of the following:

• the Client confirms acceptance in writing;
• the Client approves the website following final review;
• the website is published live at the Client’s request;
• the Client begins using the website for business purposes;
• the Client fails to provide feedback within the period specified in Clause 16; or
• the Project is deemed abandoned under Clause 15.

18.2 Completion shall not depend upon the Client requesting further revisions or confirming that they are “completely satisfied”.

18.3 Minor defects or cosmetic issues that do not materially affect the operation or functionality of the website shall not prevent Completion.

19. Website Launch

19.1 Unless otherwise agreed in writing, Wingnut Websites shall not be obliged to publish a website until:

• all development work has been substantially completed;
• all required approvals have been received;
• all payments due at that stage have been received in cleared funds.

19.2 Where the Client instructs Wingnut Websites to launch a website before completing final checks, responsibility for any remaining issues shall pass to the Client.

19.3 Any work requested after the website has been launched shall be treated as maintenance or additional work unless covered by the Project warranty.

PART 3 – PAYMENT

20. Quotations and Fees

20.1 The fees payable for the Services shall be those set out in the accepted Quotation.

20.2 Unless otherwise stated, all Quotations are exclusive of Value Added Tax (VAT), where applicable.

20.3 Quotations are based upon the information supplied by the Client at the time they are prepared. Should the scope of the Project change before or during the provision of the Services, Wingnut Websites reserves the right to revise its fees accordingly.

20.4 Unless expressly stated within the accepted Quotation, the fees do not include any third-party costs, including but not limited to domain registration fees, premium plugins, software licences, stock photography, specialist fonts, payment gateway charges or any other third-party services.

20.5 Any additional Services requested by the Client shall be charged separately unless expressly included within the accepted Quotation.

21. Deposits

21.1 Unless otherwise agreed in writing, all website design and development Projects require payment of a Deposit before work commences. Where the Client is acting in the course of a business, the Deposit shall be non-refundable once work has commenced. Where the Client is a Consumer, any entitlement to a refund shall be determined in accordance with Clause 6.

21.2 The amount of the Deposit shall be specified within the accepted Quotation.

21.3 No work shall commence until the Deposit has been received in cleared funds.

21.4 The Deposit represents payment for project planning, consultation, administration, scheduling, initial design work and the reservation of development time.

21.5 Where a Project is cancelled by the Client after work has commenced, Wingnut Websites may retain all or part of the Deposit to the extent that it reasonably reflects the work completed, development time reserved and costs incurred, subject always to any statutory rights available to Consumers.

21.6 If the value of work completed exceeds the Deposit paid at the date of cancellation, Wingnut Websites reserves the right to invoice the Client for all additional work completed up to the date of cancellation.

22. Payment Schedule

22.1 The balance of the Project fee shall become payable in accordance with the payment schedule set out within the accepted Quotation.

22.2 Unless otherwise agreed in writing, the final balance shall become due immediately upon Completion as defined in Clause 18.

22.3 Wingnut Websites reserves the right to issue interim invoices for completed stages of larger Projects.

22.4 All invoices shall be payable within 14 calendar days of the invoice date unless otherwise stated.

22.5 Wingnut Websites reserves the right to withhold publication of the website, transfer ownership, release website files, remove staging environments, provide administrative access or transfer domain names until all sums due have been received in cleared funds.

22.6 Acceptance, launch or use of a website shall not affect the Client’s obligation to pay any outstanding invoice.

23. Payment Plans

23.1 Where Wingnut Websites agrees to accept payment by instalments, the payment plan shall be confirmed in writing before work commences.

23.2 Payment plans are offered entirely at the discretion of Wingnut Websites and may be withdrawn if the Client breaches this Agreement.

23.3 Unless otherwise agreed in writing, instalment payments shall remain payable on their agreed due dates regardless of any delay caused by the Client.

23.4 The Client may not suspend, reduce or defer any agreed instalment payment due to delays in providing content, approvals or instructions.

23.5 If any instalment remains unpaid after its due date, Wingnut Websites may:

• suspend the Project;
• suspend any Hosting Services;
• suspend Maintenance Services;
• withdraw the payment plan;
• require immediate payment of the remaining balance under Clause 30.

23.6 No ownership of the completed website or any associated Intellectual Property Rights shall transfer to the Client until all instalments have been paid in full.

24. Additional Work

24.1 Any work requested by the Client that falls outside the agreed scope of the Project shall constitute additional work and shall be chargeable.

24.2 Wingnut Websites shall notify the Client where reasonably practicable before commencing any chargeable additional work.

24.3 Unless otherwise agreed in writing, Additional Work shall be charged at Wingnut Websites’ prevailing hourly rate (or part thereof), or at such fixed fee as Wingnut Websites may quote for the work concerned.

24.4 Wingnut Websites reserves the right to review and amend its hourly rates from time to time.

24.5 The hourly rate applicable shall be the rate in force at the time the additional work is carried out.

24.6 Time spent carrying out Additional Work shall be recorded in increments of 15 minutes, subject to a minimum charge of one (1) hour for each separate request or instruction unless otherwise agreed in writing.

24.7 Chargeable time shall include, where applicable:

• reviewing the Client’s request;
• investigating or diagnosing issues;
• planning or preparing the work;
• carrying out the work;
• testing and quality assurance;
• correspondence relating specifically to that work; and
• implementing or deploying the completed work.

24.8 Separate requests made by the Client may each constitute separate items of Additional Work and may each be subject to the minimum charge specified in Clause 24.6.

24.9 Wingnut Websites shall not be obliged to commence any Additional Work until the Client has accepted any applicable Quotation.

25. Late Payment

25.1 Time for payment shall be of the essence.

25.2 Failure to make payment by the due date shall constitute a material breach of this Agreement.

25.3 Wingnut Websites reserves the right to suspend any or all Services until all outstanding sums have been paid in full.

25.4 Suspension of the Services shall not relieve the Client of its obligation to pay any outstanding invoices.

25.5 Wingnut Websites reserves the right to charge reasonable administration fees arising from the suspension and subsequent reinstatement of Services.

26. Interest and Recovery Costs

26.1 Where the Client is acting in the course of a business, Wingnut Websites reserves the right to claim statutory interest, fixed compensation and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with any amendments or replacement legislation.

26.2 Where the Client is a Consumer, Wingnut Websites reserves the right to claim interest pursuant to section 69 of the County Courts Act 1984 or any other applicable legislation.

26.3 In addition to any statutory entitlement, the Client shall reimburse Wingnut Websites for any reasonable costs incurred in recovering overdue sums where recoverable by law, including but not limited to:

• solicitor’s fees;
• court fees;
• debt recovery agency fees;
• tracing agent fees;
• enforcement costs;
• bailiff or High Court Enforcement Officer fees.

26.4 Any payment received shall be applied firstly to recovery costs, secondly to accrued interest and finally to the outstanding principal debt unless otherwise required by law.

26.5 The exercise of any rights under this Clause shall not prejudice any other rights or remedies available to Wingnut Websites under this Agreement or at law.

26.6 Where the Client’s failure to make payment results in Wingnut Websites undertaking additional administrative work to recover overdue sums, including the preparation of reminder notices, formal demands, correspondence, evidence bundles, witness statements or court documentation, Wingnut Websites reserves the right to charge for such work at its prevailing hourly rate, or to recover such reasonable costs where recoverable by law. Nothing in this Clause shall affect any statutory rights or remedies available to Wingnut Websites.

27. Suspension for Non-Payment

27.1 Wingnut Websites reserves the right to suspend any or all Services immediately where any invoice remains unpaid after its due date.

27.2 Services that may be suspended include, but are not limited to:

• website hosting;
• website maintenance;
• search engine optimisation (SEO);
• AI search optimisation;
• Google Business Profile management;
• email hosting;
• technical support;
• website updates;
• domain management;
• access to online systems and client portals.

27.3 Wingnut Websites shall not be liable for any loss, interruption to business, loss of revenue, loss of data, loss of search engine rankings or any other loss arising from the suspension of Services resulting from the Client’s failure to make payment.

27.4 Suspension of the Services shall not relieve the Client of its obligation to pay any outstanding invoices.

27.5 Wingnut Websites reserves the right to charge a reasonable administration or reconnection fee before restoring any suspended Service.

27.6 Wingnut Websites reserves the right to refuse to restore suspended Services until all outstanding invoices, accrued interest and any applicable administration charges have been paid in full.

28. Refunds

28.1 Deposits shall be treated in accordance with Clause 21.

28.2 Payments made for completed work are non-refundable.

28.3 Hosting fees, domain registration fees, software licences, premium plugins, stock photography, third-party subscriptions and any other third-party costs incurred on behalf of the Client are non-refundable once purchased or committed.

28.4 Where a Project is cancelled before completion, the Client shall remain liable for payment of all work completed and all costs incurred up to the date of cancellation.

28.5 Nothing within this Clause shall affect any statutory rights available to Consumers under the Consumer Rights Act 2015.

29. Ownership Pending Payment

29.1 Subject to Clause 36, until all invoices relating to the Project have been paid in full, all Intellectual Property Rights created by Wingnut Websites as part of the Project shall remain the exclusive property of Wingnut Websites.

29.2 Until full payment has been received, the Client is granted a limited, revocable licence solely to review the Project for approval purposes.

29.3 Wingnut Websites may withhold publication of the website, transfer of ownership, release of website files, transfer of domain names or the provision of administrative access until all outstanding sums have been received in cleared funds.

29.4 Unless otherwise agreed in writing, Wingnut Websites shall retain ownership of all reusable materials, including but not limited to:

• source code;
• source code libraries;
• reusable code;
• PHP functions;
• reusable PHP classes;
• CSS frameworks and libraries;
• JavaScript libraries;
• API integrations and connectors;
• database structures and schemas;
• Elementor templates;
• reusable templates;
• reusable layouts;
• design systems;
• reusable design components;
• development frameworks;
• custom functions;
• internal coding standards;
• AI prompts and workflows;
• automation systems;
• project management systems;
• documentation templates;
• internal processes;
• development methodologies;
• proprietary tools;
• know-how;
• trade secrets.

29.5 Upon receipt of all sums due under this Agreement, Wingnut Websites shall transfer to the Client ownership of the bespoke website, bespoke design elements and bespoke content created specifically for the Client as part of the Project. For the avoidance of doubt, Wingnut Websites shall retain ownership of all pre-existing Intellectual Property Rights and all reusable materials, including but not limited to development frameworks, source code libraries, reusable code, templates, design systems, CSS and JavaScript libraries, AI prompts, workflows, methodologies, automation systems and any other proprietary tools used in delivering the Services, unless expressly assigned in writing.

30. Acceleration of Payment

30.1 Where any invoice remains unpaid for more than 30 calendar days after its due date, Wingnut Websites may, by written notice to the Client, declare all outstanding sums owed under this Agreement to become immediately due and payable.

30.2 This includes, but is not limited to:

• any unpaid Project balances;
• all remaining instalments under an agreed payment plan;
• outstanding Hosting Services fees;
• outstanding Maintenance Services fees;
• outstanding Support Services fees;
• any additional work completed but not yet invoiced.

30.3 Wingnut Websites may exercise its rights under this Clause without prejudice to any other rights or remedies available under this Agreement or at law.

30.4 The Client shall remain liable for all outstanding sums notwithstanding the suspension or termination of any Services.

31. Payment Without Set-Off

31.1 Where the Client is acting in the course of a business, all payments due under this Agreement shall be made in full without deduction, withholding, counterclaim or set-off except where required by law.

31.2 The existence of any dispute relating to part of the Services shall not entitle the Client to withhold payment of any undisputed invoice.

31.3 Nothing within this Clause shall prevent the Client from pursuing any genuine dispute through the complaints procedure set out in this Agreement or through the courts where appropriate.

31.4 Nothing within this Clause shall affect any statutory rights available to Consumers.

32. Recovery of Suspended Projects

32.1 Where a Project has been suspended at the request of the Client, or under these Terms due to Client delay or non-payment, Wingnut Websites reserves the right to charge a reasonable recommencement fee and/or additional charges for any administrative work, project planning, rescheduling, review or redevelopment work reasonably required before the Project can recommence.

32.2 Wingnut Websites shall also be entitled to revise the Project timetable to reflect its current workload, staffing levels and existing client commitments.

32.3 Wingnut Websites does not guarantee that work can recommence immediately following any period of suspension.

32.4 Any recommencement fee shall reflect the reasonable administrative and technical costs of reactivating the Project and shall be notified to the Client before work recommences.

32.5 Wingnut Websites reserves the right to suspend or decline any new Project, quotation or additional work request from a Client who has overdue invoices outstanding until all outstanding sums have been paid in full.

32.6 Where a Project remains suspended for more than 180 calendar days, Wingnut Websites reserves the right to treat the Project as permanently terminated and permanently delete any associated files, backups, development environments or other Project data without further notice, subject to any legal obligation to retain records.

PART 4 – INTELLECTUAL PROPERTY

33. Ownership of Intellectual Property

33.1 Subject to Clause 36, unless otherwise agreed in writing, all Intellectual Property Rights created or developed by Wingnut Websites in providing the Services shall remain the property of Wingnut Websites until all invoices relating to the Project have been paid in full.

33.2 Subject to Clause 29.5, upon receipt of all sums due under this Agreement, ownership of the bespoke website, bespoke design elements and bespoke content created specifically for the Client shall transfer to the Client.

33.3 Nothing within this Agreement shall operate as an assignment of any Intellectual Property Rights until payment has been received in full.

33.4 The Client shall acquire no ownership rights in any work until all outstanding invoices have been settled in cleared funds.

34. Wingnut Websites Intellectual Property

34.1 Notwithstanding any other provision of this Agreement, Wingnut Websites shall retain ownership of all pre-existing and reusable Intellectual Property used in providing the Services.

34.2 This includes, but is not limited to:

• source code;
• source code libraries;
• reusable code;
• PHP functions;
• reusable PHP classes;
• CSS frameworks and libraries;
• JavaScript libraries;
• API integrations and connectors;
• database structures and schemas;
• Elementor templates;
• reusable templates;
• reusable layouts;
• design systems;
• reusable design components;
• development frameworks;
• custom functions;
• internal coding standards;
• AI prompts and workflows;
• automation systems;
• project management systems;
• documentation templates;
• internal processes;
• development methodologies;
• proprietary tools;
• know-how;
• trade secrets.
•  

34.3 Nothing within this Agreement grants the Client ownership of any Intellectual Property listed in Clause 34.2 unless expressly assigned in writing.

35. Third-Party Software

35.1 Websites developed by Wingnut Websites may incorporate third-party software, themes, plugins, fonts, images, cloud services, APIs or other licensed components.

35.2 Ownership of third-party software remains with the relevant copyright owner or licensor.

35.3 The Client shall comply with all licence terms relating to any third-party software supplied as part of the Project.

35.4 Wingnut Websites accepts no responsibility for changes, withdrawal, discontinuation or licensing changes affecting third-party software after Completion.

35.5 Any ongoing licence renewal costs shall be the responsibility of the Client unless expressly included within an active Hosting or Maintenance agreement.

36. Client Content

36.1 Ownership of all Content supplied by the Client shall remain with the Client.

36.2 The Client grants Wingnut Websites a non-exclusive licence to use, copy, modify, optimise and reproduce such Content solely for the purpose of providing the Services.

36.3 The Client warrants that all supplied Content:

belongs to the Client; or
is used with the permission of the copyright owner.

36.4 The Client shall indemnify Wingnut Websites against any claim arising from the unlawful use of any Content supplied by the Client.

37. Licence to Use the Website

37.1 Following the transfer of ownership under Clause 33.2, the Client shall be entitled to use, operate, modify and maintain the bespoke website for its own lawful business or personal purposes.

37.2 Nothing in this Agreement transfers ownership of Wingnut Websites’ reusable frameworks, templates, development tools, proprietary systems or other Intellectual Property retained under Clauses 29 and 34.

37.3 The Client shall not resell, licence, distribute or commercially exploit any reusable frameworks, templates, development tools or proprietary systems belonging to Wingnut Websites.

37.4 Nothing within this Agreement prevents the Client from appointing another developer to maintain or modify the bespoke website following Completion.

38. Open Source Software

38.1 Websites may include open-source software licensed under separate open-source licences.

38.2 Such software remains subject to the terms of the applicable open-source licence.

38.3 Wingnut Websites gives no warranty beyond that provided by the relevant open-source licence.

39. Portfolio Rights

39.1 Unless otherwise agreed in writing, Wingnut Websites reserves the right to display completed Projects within its portfolio, website, social media channels, marketing materials and award submissions.

39.2 Wingnut Websites may include the Client’s name, logo, screenshots and a description of the Services provided.

39.3 Where a Project is confidential prior to launch, Wingnut Websites shall not publish details until the website has gone live or the Client has otherwise authorised publication.

39.4 The Client may request removal from the Wingnut Websites portfolio following Completion. Wingnut Websites shall consider such requests reasonably but reserves the right to refuse where publication is necessary to demonstrate previous work or protect legitimate business interests.

40. Credit Link

40.1 Unless otherwise agreed in writing, Wingnut Websites may include a discreet website credit in the footer of the completed website.

40.2 The wording, style and placement of any credit shall be determined by Wingnut Websites and shall not materially affect the appearance or functionality of the website.

40.3 The Client may request removal of the website credit at any time following payment of all outstanding sums, and Wingnut Websites may agree to such removal at its absolute discretion.

41. Domain Names

41.1 Domain names registered by Wingnut Websites on behalf of the Client shall remain under the Client’s legal and beneficial ownership, provided all fees relating to the Project and domain registration have been paid in full.

41.2 Wingnut Websites may retain administrative control of domain names whilst Hosting or Maintenance Services are being provided.

41.3 Wingnut Websites reserves the right to refuse the transfer of any domain name where outstanding invoices remain unpaid.

41.4 Domain transfers requested following termination of Hosting Services shall normally be completed within a reasonable period after all outstanding fees have been paid.

42. Transfer of Files

42.1 Upon payment in full, Wingnut Websites shall provide the Client with reasonable access to the completed website.

42.2 Unless expressly included within the accepted Quotation, Wingnut Websites is under no obligation to provide:

• development copies;
• staging environments;
• design source files;
• editable artwork;
• proprietary frameworks;
• reusable templates;
• internal documentation;
• AI prompts or workflows;
• project working files.

42.3 Requests for migration assistance or the transfer of websites to third-party providers may incur additional charges.

PART 5 – HOSTING, MAINTENANCE & DIGITAL SERVICES

43. Hosting Services

43.1 Where the Client purchases Hosting Services from Wingnut Websites, such Services shall be provided using infrastructure selected by Wingnut Websites, which may include carefully selected third-party hosting providers.

43.2 Hosting Services are provided using reasonable skill and care. Whilst Wingnut Websites will use reasonable endeavours to maintain a reliable hosting environment, uninterrupted or error-free service cannot be guaranteed.

43.3 Wingnut Websites reserves the right to migrate websites between servers, data centres or hosting providers where reasonably necessary to improve performance, reliability, security, capacity or business operations or service continuity.

43.4 Temporary interruptions may occur during planned maintenance, emergency maintenance, software upgrades, hardware replacement, security updates or server migration.

43.5 Hosting Services are provided subject to the acceptable use policies of Wingnut Websites and any underlying hosting provider.

43.6 Wingnut Websites reserves the right to suspend Hosting Services immediately where a hosted website:

• contains malicious software;
• poses a security risk;
• is used for unlawful purposes;
• is subject to legal complaint;
• generates excessive server load;
• uses excessive bandwidth;
• breaches these Terms and Conditions.

43.7 Where reasonably practicable, Wingnut Websites shall provide notice before suspending Hosting Services, although immediate suspension may be necessary where required to protect systems, other customers or comply with legal obligations.

44. Hosting Renewals

44.1 Hosting Services are supplied for an initial period of twelve (12) months unless otherwise agreed in writing.

44.2 At the beginning of the month in which the Hosting Services are due for renewal, Wingnut Websites shall normally issue an invoice for the following twelve (12) month hosting period.

44.3 Payment of the renewal invoice shall constitute the Client’s acceptance of the renewed Hosting Services for the following twelve (12) month period.

44.4 Hosting Services do not renew automatically. If the renewal invoice remains unpaid by the renewal date, Wingnut Websites reserves the right to suspend or terminate the Hosting Services without further notice.

44.5 Wingnut Websites will use reasonable endeavours to issue renewal invoices before the renewal date. However, the Client remains responsible for ensuring Hosting Services are renewed before expiry, and failure to receive an invoice or reminder shall not oblige Wingnut Websites to continue providing Hosting Services beyond the current hosting period.

44.6 Where Hosting Services expire due to non-payment, Wingnut Websites may, at its discretion:

• suspend the website;
• suspend associated email services;
• suspend SSL certificates;
• remove the website from public access;
• permanently delete website files and backups in accordance with these Terms.

44.7 Restoration of expired Hosting Services shall be subject to:

• payment of all outstanding fees;
• payment of any applicable restoration or migration charges; and
• confirmation that any deleted data remains recoverable.

44.8 Hosting fees are payable in advance and are non-refundable once the renewed hosting period has commenced.

44.9 Wingnut Websites shall not be liable for any loss of business, revenue, profits, email, data, search engine rankings or any other consequential loss arising from the Client’s failure to renew Hosting Services.

45. Domain Name Services

45.1 Wingnut Websites may register, renew or manage domain names on behalf of the Client.

45.2 Domain names remain subject to the terms and conditions of the relevant domain name registry and registrar.

45.3 Domain registration and renewal fees are payable in advance and are non-refundable once the registration or renewal has been processed.

45.4 The Client is responsible for ensuring that all registrant and contact information remains accurate and up to date.

45.5 Wingnut Websites accepts no liability where a domain name is suspended, cancelled or lost due to incorrect information supplied by the Client.

45.6 Wingnut Websites reserves the right to refuse the transfer of any domain name whilst any invoice remains outstanding.

46. Email Hosting

46.1 Where email hosting forms part of the Hosting Services, Wingnut Websites shall use reasonable skill and care in providing the service.

46.2 Wingnut Websites cannot guarantee uninterrupted email delivery or availability.

46.3 Email delivery may be affected by matters outside Wingnut Websites’ reasonable control, including:

• internet outages;
• spam filtering;
• mailbox storage limits;
• recipient mail server policies;
• DNS propagation;
• third-party providers;
• software or hardware failures.

46.4 Wingnut Websites shall not be liable for delayed, rejected, quarantined or undelivered email messages resulting from circumstances beyond its reasonable control.

46.5 The Client is responsible for maintaining appropriate backups of important email correspondence.

47. Website Maintenance

47.1 Website Maintenance Services shall only be provided where purchased by the Client or included within the selected Hosting or Care Plan.

47.2 Maintenance Services may include:

• WordPress core updates;
• plugin updates;
• theme updates;
• security monitoring;
• malware scanning;
• website health checks;
• minor content amendments;
• routine technical maintenance.

47.3 Unless expressly stated otherwise, Maintenance Services do not include:

• website redesigns;
• additional functionality;
• new page creation;
• copywriting;
• SEO campaigns;
• migration work;
• fixing problems caused by third-party developers or Client modifications.

47.4 Wingnut Websites reserves the right to delay or postpone updates where immediate installation may compromise website stability, compatibility or security.

47.5 Wingnut Websites shall determine, acting reasonably, the appropriate timing for routine software updates and shall not be obliged to install updates immediately upon release where delaying installation is considered necessary to preserve website stability, compatibility or security.

48. Support Services

48.1 Where Hosting Services include technical support, Wingnut Websites shall provide reasonable assistance during its normal business hours.

48.2 Support requests should normally be submitted by email unless otherwise agreed.

48.3 Support included within Hosting Services is intended to cover reasonable day-to-day assistance relating to the website supplied by Wingnut Websites.

48.4 Examples of support may include:

• answering technical questions;
• investigating minor website issues;
• updating plugins or themes where appropriate;
• restoring backups where available;
• providing general website guidance.

48.5 Support does not include additional development work, redesigns, new functionality, bespoke programming, extensive content updates or any work falling outside the agreed Hosting or Care Plan.

48.6 Any work outside the included support shall constitute Additional Work and shall be chargeable in accordance with Clause 24.

48.7 Wingnut Websites shall use reasonable endeavours to respond to support requests promptly but does not guarantee specific response or resolution times unless agreed in writing.

49. Client Responsibilities

49.1 The Client shall:

• keep all usernames and passwords secure;
• notify Wingnut Websites promptly of any suspected security breach;
• maintain accurate contact information;
• ensure all website content complies with applicable law;
• maintain appropriate backups of any content supplied by the Client where reasonably practicable.

49.2 The Client shall not knowingly upload or publish any content that:

• infringes Intellectual Property Rights;
• contains malicious software;
• is defamatory;
• is unlawful;
• is fraudulent or misleading;
• compromises the security or performance of the website or server.

49.3 The Client remains solely responsible for all content published on the website.

49.4 Wingnut Websites reserves the right to suspend or remove unlawful or harmful content where reasonably necessary to protect its systems, reputation or comply with legal obligations.

50. Suspension of Services

50.1 Wingnut Websites reserves the right to suspend any Hosting, Maintenance or Support Service where reasonably necessary to:

• protect server security;
• investigate suspected abuse;
• carry out emergency maintenance;
• comply with legal obligations;
• protect other customers or infrastructure.

50.2 Planned maintenance shall, where reasonably practicable, be carried out with advance notice.

50.3 Emergency maintenance may be undertaken without prior notice where immediate action is reasonably required.

50.4 Wingnut Websites shall use reasonable endeavours to restore suspended Services as soon as reasonably practicable.

50.5 Wingnut Websites shall not be liable for interruptions arising from planned maintenance, emergency maintenance, cyber attacks, failures of third-party infrastructure, internet outages or any other event beyond its reasonable control.

51. Search Engine Optimisation (SEO) Services

51.1 Where Search Engine Optimisation (“SEO”) Services are purchased, Wingnut Websites shall use reasonable skill, care and industry best practice to improve the visibility and performance of the Client’s website.

51.2 SEO Services may include, where applicable:

• keyword research;
• technical SEO;
• on-page optimisation;
• metadata optimisation;
• structured data implementation;
• internal linking;
• local SEO;
• performance recommendations;
• content optimisation;
• website audits.

51.3 SEO is an ongoing process and results will vary depending upon numerous factors outside the control of Wingnut Websites.

51.4 The Client acknowledges that search engine algorithms change frequently and without notice.

51.5 The Client agrees to provide reasonable cooperation, access and information required for the provision of SEO Services.

51.6 Where recommendations made by Wingnut Websites are not implemented by the Client, Wingnut Websites accepts no responsibility for any resulting reduction in performance.

52. AI Search Optimisation

52.1 Wingnut Websites may provide optimisation intended to improve the visibility of the Client’s website within AI-powered search tools and conversational assistants.

52.2 Such services may include:

• structured data implementation;
• semantic content optimisation;
• entity optimisation;
• FAQ optimisation;
• Google AI Overviews;
• Google AI Mode;
• topical authority improvements;
• AI-friendly website structure;
• content hierarchy improvements;
• machine-readable metadata.

52.3 AI search technologies are owned and controlled by independent third parties.

52.4 Wingnut Websites cannot guarantee that the Client’s website will be:

• cited;
• referenced;
• recommended;
• summarised;
• indexed; or
• displayed by any AI-powered search engine or assistant.

52.5 AI search providers may alter, remove or replace their systems at any time without notice.

53. Search Engine Rankings

53.1 Wingnut Websites does not guarantee:

• first-page rankings;
• specific keyword rankings;
• increased traffic;
• increased enquiries;
• increased sales;
• indexing by any search engine.

53.2 Search engine rankings are influenced by numerous factors outside the reasonable control of Wingnut Websites including:

• competitor activity;
• algorithm updates;
• website age;
• website authority;
• third-party backlinks;
• user behaviour;
• market conditions.

53.3 Temporary fluctuations in rankings are normal and shall not constitute a breach of this Agreement.

53.4 Wingnut Websites shall not be liable for any loss arising from reductions in search engine visibility following algorithm updates or changes made by third-party platforms.

54. Website Backups

54.1 Where backups form part of the purchased Hosting or Maintenance Service, Wingnut Websites shall use reasonable endeavours to maintain regular website backups.

54.2 Backups are provided solely as a disaster recovery measure and are not guaranteed.

54.3 Wingnut Websites does not warrant that every backup will be complete, recoverable or free from corruption.

54.4 The Client remains responsible for retaining copies of all important website content, databases and media.

54.5 Wingnut Websites shall not be liable for data loss resulting from:

• hardware failure;
• cyber attack;
• corruption;
• third-party software;
• Client actions;
• circumstances beyond its reasonable control.

54.6 Restoration of backups outside the scope of any Hosting or Maintenance agreement may be chargeable.

55. Website Security

55.1 Wingnut Websites shall use reasonable endeavours to maintain appropriate security measures for websites hosted or maintained by it.

55.2 Security measures may include:

• firewall protection;
• malware scanning;
• software updates;
• security monitoring;
• protection against denial-of-service attacks;
• SSL implementation where applicable.

55.3 No website can be guaranteed to be completely secure.

55.4 Wingnut Websites accepts no liability for cyber attacks, hacking attempts, malware infections or unauthorised access caused by matters beyond its reasonable control.

55.5 The Client shall promptly notify Wingnut Websites of any suspected security incident.

56. Service Availability

56.1 Wingnut Websites shall use reasonable endeavours to provide reliable Hosting Services.

56.2 Unless expressly agreed in writing, no guaranteed uptime percentage is provided.

56.3 Service interruptions may arise from:

• planned maintenance;
• emergency maintenance;
• server failures;
• internet outages;
• power failures;
• third-party suppliers;
• cyber attacks.

56.4 Wingnut Websites shall not be liable for interruptions resulting from events outside its reasonable control.

57. Data Retention & File Deletion

57.1 Following termination or expiry of Hosting Services, Wingnut Websites may retain website files and backups for a limited period at its discretion.

57.2 Unless otherwise agreed in writing, Wingnut Websites reserves the right to permanently delete all website files, databases, email accounts, backups and associated data 30 calendar days after Hosting Services terminate or expire.

57.3 Wingnut Websites shall have no obligation to retain any Client data beyond that period.

57.4 Restoration of deleted data may not be possible.

57.5 The Client is responsible for ensuring that any required copies of website files or data are obtained before termination of the Services.

58. Third-Party Services & Providers

58.1 Wingnut Websites may use third-party suppliers in providing the Services including, but not limited to:

• hosting providers;
• domain registrars;
• software developers;
• plugin developers;
• payment processors;
• analytics providers;
• search engines;
• CDN providers;
• security providers;
• AI platforms.

58.2 Wingnut Websites accepts no liability for interruption, failure, withdrawal, price changes or policy changes made by any third-party provider.

58.3 Where third-party software or services are discontinued, Wingnut Websites shall use reasonable endeavours to recommend suitable alternatives but shall not be obliged to replace or recreate discontinued services without additional charge.

58.4 Any costs incurred as a result of changes imposed by third-party providers shall be payable by the Client unless expressly included within an existing agreement.

59. Fair Use of Support

59.1 Hosting, Maintenance and Support Services are intended to provide reasonable day-to-day assistance in relation to websites designed or maintained by Wingnut Websites.

59.2 Unless expressly included within the Client’s Hosting, Maintenance or Care Plan, Support Services do not include:

• website redesigns;
• new functionality;
• bespoke programming;
• additional page creation;
• copywriting;
• graphic design;
• SEO campaigns;
• AI Search Optimisation campaigns;
• website migrations;
• extensive content updates;
• training sessions; or
  any other work falling outside the agreed scope of the Services.

59.3 Wingnut Websites reserves the right to determine, acting reasonably, whether a request falls within the scope of the Client’s included Support Services.

59.4 Where a request falls outside the included Support Services, the work shall constitute Additional Work and shall be chargeable in accordance with Clause 24.

59.5 Wingnut Websites shall, where reasonably practicable, notify the Client before commencing any chargeable work.

59.6 Support Services are subject to a fair use policy. Wingnut Websites reserves the right to charge for excessive, repetitive or unreasonable support requests that, individually or collectively, exceed what would reasonably be expected under the Client’s Hosting, Maintenance or Care Plan.

59.7 In determining whether Support Services have exceeded fair use, Wingnut Websites may take into account factors including:

• the number of support requests;
• the time spent dealing with those requests;
• the technical complexity of the work;
• the frequency of requests;
• the impact on business operations; and
  whether the requests fall outside routine website support.

59.8 Nothing in this Clause prevents Wingnut Websites from offering goodwill assistance at its absolute discretion without creating any ongoing obligation to do so in the future.

59.9 Wingnut Websites reserves the right to recommend that the Client upgrades to a more suitable Hosting, Maintenance or Care Plan where the level of support requested consistently exceeds the reasonable limits of the Client’s current plan.

PART 6 – LIABILITY, WARRANTIES & LEGAL PROTECTIONS

60. Standard of Care

60.1 Wingnut Websites shall provide the Services using reasonable skill and care, consistent with the standards reasonably expected of a professional provider of website design, development, hosting and related digital services.

60.2 Wingnut Websites does not warrant that the Services will be entirely free from defects, interruptions, errors or incompatibilities, nor that every issue can be identified or resolved.

60.3 The Client acknowledges that websites, software, hosting environments and third-party platforms may develop faults, vulnerabilities or compatibility issues over time due to updates, changes or circumstances beyond the reasonable control of Wingnut Websites.

60.4 Where a defect arises from work carried out by Wingnut Websites, Wingnut Websites shall use reasonable endeavours to investigate and, where appropriate, rectify the issue within a reasonable time, subject to the terms of any applicable warranty, Hosting, Maintenance or Care Plan.

61. Client Approvals

61.1 The Client shall be responsible for carefully reviewing all work submitted for approval, including but not limited to website designs, layouts, content, images, pricing, contact details, functionality, legal notices and any other material forming part of the Project.

61.2 Once the Client has approved any stage of the Project, or the Project is deemed approved under these Terms, Wingnut Websites shall be entitled to rely upon that approval and shall not be liable for any errors, omissions or inaccuracies that were reasonably capable of being identified before approval was given.

61.3 Any amendments requested after approval has been given shall constitute Additional Work and may be charged in accordance with Clause 24.

61.4 Nothing within this Clause shall affect any statutory rights available to Consumers.

62. Client Instructions & Reliance

62.1 Wingnut Websites shall be entitled to rely upon any instruction, approval or authorisation received from the Client or the Client’s nominated representative in relation to the Services.

62.2 Unless otherwise agreed in writing, instructions may be given by email, telephone, video call, online project management system, messaging application or any other communication method previously used between the parties.

62.3 Wingnut Websites shall not be liable for any loss arising from acting in good faith upon instructions or approvals reasonably believed to have been given by or on behalf of the Client.

62.4 Where more than one person provides instructions on behalf of the Client, Wingnut Websites may require that all future instructions are provided through a single nominated contact.

63. Third-Party Services

63.1 The Client acknowledges that the Services may depend upon products, software, infrastructure or services supplied by independent third parties.

63.2 Such third parties may include, without limitation:

1. hosting providers;
2. domain registrars;
3. payment gateway providers;
4. search engines;
5. AI platforms;
6. software developers;
7. plugin developers;
8. theme developers;
9. content delivery networks (CDNs);
10. security providers;
11. analytics providers;
12. email providers;
13. cloud service providers; and
14. social media platforms.

63.3 Wingnut Websites accepts no responsibility for the acts, omissions, failures, delays, interruptions, withdrawal, price changes, policy changes or technical issues of any third-party provider.

63.4 Where a third-party provider changes, withdraws or discontinues a product or service relied upon by the Client’s website, Wingnut Websites shall use reasonable endeavours to recommend a suitable alternative but shall not be obliged to replace, recreate or modify the affected functionality without additional charge.

64. Website Availability & Technical Issues
64.1 Wingnut Websites shall use reasonable skill and care in providing Hosting, Maintenance and related Services but does not warrant that any website, server or online service shall be continuously available, uninterrupted or error-free.

64.2 The Client acknowledges that temporary interruptions, degraded performance or technical issues may arise from matters outside the reasonable control of Wingnut Websites, including but not limited to:

• internet outages;
• server failures;
• power failures;
• hardware faults;
• software defects;
• browser updates;
• DNS propagation;
• SSL certificate issues;
• cyber attacks;
• distributed denial-of-service (DDoS) attacks;
• third-party infrastructure failures; and
• scheduled or emergency maintenance.

64.3 Wingnut Websites shall not be liable for any temporary interruption, degradation or unavailability of the Services resulting from any matter referred to in Clause 64.2.

64.4 Where reasonably practicable, Wingnut Websites shall use reasonable endeavours to restore affected Services as soon as reasonably possible.

65. SEO, AI Search & Digital Marketing Results

65.1 Wingnut Websites shall use reasonable skill, care and industry best practice when providing Search Engine Optimisation (SEO), AI Search Optimisation or other digital marketing Services.

65.2 Wingnut Websites does not warrant or guarantee:

• first-page search engine rankings;
• specific keyword rankings;
• indexing by any search engine;
• citation or recommendation by AI-powered search tools or conversational assistants;
• any increase in website traffic;
• any increase in enquiries, leads or sales; or
• any particular commercial outcome.

65.3 The Client acknowledges that search engines, AI platforms and other digital services are operated by independent third parties whose algorithms, policies and ranking methodologies may change without notice.

65.4 Wingnut Websites shall not be liable for any reduction in search engine rankings, AI visibility, website traffic or business performance resulting from changes made by third-party providers or from factors beyond its reasonable control.

66. Data & Backups

66.1 Unless otherwise expressly agreed in writing, the Client remains solely responsible for maintaining independent copies of all important data, documents, databases, email correspondence, media files and other business records.

66.2 Any backups provided by Wingnut Websites are intended solely as a disaster recovery measure and shall not be relied upon as the Client’s primary or sole backup solution.

66.3 Wingnut Websites does not warrant that any backup shall be complete, current, recoverable or free from corruption.

66.4 Wingnut Websites shall not be liable for any loss of data, corruption of data or inability to recover data arising from hardware failure, software defects, cyber attacks, third-party failures, Client actions or any other matter beyond its reasonable control.

67. Limitation of Liability

67.1 Nothing in this Agreement excludes or limits any liability which cannot lawfully be excluded or limited under the laws of England and Wales.

67.2 Where the Client is acting in the course of a business, and subject to Clause 67.1, Wingnut Websites’ total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed:

• where the claim relates to a Project, the total fees actually paid by the Client under the relevant Project; or
• where the claim relates solely to ongoing Hosting, Maintenance or Support Services, the total fees paid for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.

67.3 Where the Client is a Consumer, Wingnut Websites’ liability shall not be limited or excluded to any extent prohibited by the Consumer Rights Act 2015 or any other applicable law.

67.4 The limitations contained within this Clause apply to all claims arising from the same event or series of connected events.

67.5 The Client acknowledges that the fees charged by Wingnut Websites have been calculated on the basis of the limitations of liability contained within this Agreement.

68. Exclusions of Liability

68.1 Subject always to Clause 67.1, Wingnut Websites shall not be liable for any indirect, consequential or special loss arising out of or in connection with this Agreement.

68.2 Where the Client is acting in the course of a business, and subject to Clause 68.4, Wingnut Websites shall not be liable for:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of contracts;
• loss of goodwill;
• loss of reputation;
• loss of anticipated savings;
• loss of opportunity;
• loss of data;
• business interruption; or
• any consequential or indirect financial loss.

68.3 Wingnut Websites shall not be liable for any loss arising from the Client’s failure to follow reasonable advice, recommendations or instructions provided by Wingnut Websites.

68.4 Nothing in this Agreement excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability which cannot lawfully be excluded or limited.

69. Client Indemnity

69.1 Where the Client is acting in the course of a business, the Client shall indemnify Wingnut Websites against losses, liabilities, claims, damages, costs and reasonable legal expenses incurred by Wingnut Websites as a direct result of:

• Content supplied, approved or published by the Client infringing any Intellectual Property Rights;
• any defamatory, unlawful, fraudulent or misleading material supplied, approved or published by the Client;
• the Client’s unlawful use of the Services;
• the Client’s material breach of applicable law in connection with the Services; or
• a material breach by the Client of the warranties contained in Clauses 10, 11, 36 or 49.

69.2 Wingnut Websites shall take reasonable steps to mitigate any loss recoverable under this Clause.

69.3 Wingnut Websites shall notify the Client within a reasonable period after becoming aware of any third-party claim for which indemnification is sought and shall not settle that claim unreasonably without consulting the Client.

69.4 This Clause shall survive Completion, termination or expiry of the Agreement.

69.5 Nothing within this Clause shall affect any statutory rights available to Consumers.

70. Force Majeure

70.1 Wingnut Websites shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control.

70.2 Such circumstances may include, without limitation:

• acts of God;
• fire;
• flood;
• storm;
• pandemic;
• epidemic;
• war;
• terrorism;
• civil unrest;
• industrial action;
• government action;
• failure of utilities;
• internet outages;
• cyber attacks;
• distributed denial-of-service (DDoS) attacks;
• failure of third-party providers; or
• any other event beyond the reasonable control of Wingnut Websites.

70.3 Where a Force Majeure event continues for an extended period, Wingnut Websites may suspend the affected Services for the duration of the event and shall resume performance as soon as reasonably practicable.

70.4 If a Force Majeure event continues for more than ninety (90) consecutive days, either party may terminate any affected Services by giving written notice, without liability for that termination, save in respect of any sums already due and payable under this Agreement.

PART 7 – TERMINATION, COMPLAINTS & DISPUTE RESOLUTION

71. Client Cancellation

71.1 The Client may cancel any Project or Service by giving written notice to Wingnut Websites.

71.2 Where a Project is cancelled before Completion, the Client shall remain liable for:

• all work completed up to the date of cancellation;
• all Additional Work carried out;
• all third-party costs incurred;
• any non-refundable fees payable under this Agreement.

71.3 Any Deposit shall be treated in accordance with Clause 21.

71.4 Cancellation of one Service shall not automatically terminate any other Service provided under this Agreement unless expressly agreed in writing.

71.5 Cancellation of Hosting, Maintenance or other recurring Services shall not affect the Client’s obligation to pay any charges that have already fallen due or relate to any current prepaid service period.

72. Termination by Wingnut Websites

72.1 Wingnut Websites may terminate this Agreement immediately by written notice where the Client:

• fails to pay any amount due under this Agreement;
• commits a material breach of this Agreement;
• provides false or misleading information;
• uses the Services unlawfully;
• becomes abusive, threatening or unreasonable towards Wingnut Websites or its representatives;
• becomes insolvent or enters into any form of insolvency procedure; or
• fails to provide instructions, approvals or information for a prolonged period in accordance with these Terms.

72.2 Termination under this Clause shall be without prejudice to any rights or remedies already accrued.

72.3 Wingnut Websites may also terminate any recurring Hosting, Maintenance or Support Service by giving not less than thirty (30) calendar days’ written notice where it no longer wishes to provide that Service.

73. Consequences of Termination

73.1 Upon termination of this Agreement:

• all outstanding invoices shall immediately become due and payable;
• any licences granted under this Agreement may terminate where applicable;
• Wingnut Websites may suspend any remaining Services until all outstanding sums have been paid.

73.2 Upon payment in full of all outstanding sums, Wingnut Websites shall provide the Client with any website files or other materials that the Client is entitled to receive under this Agreement.

73.3 Wingnut Websites shall not be obliged to transfer domain names, website files, databases or administrative access until all outstanding amounts have been paid in cleared funds.

73.4 Clauses relating to payment, Intellectual Property Rights, confidentiality, indemnities, limitation of liability and any provisions intended to survive termination shall continue in force following termination of this Agreement.

74. Complaints Procedure

74.1 If the Client is dissatisfied with any aspect of the Services, the Client shall notify Wingnut Websites in writing as soon as reasonably practicable, providing sufficient detail of the complaint.

74.2 Wingnut Websites shall investigate the complaint and use reasonable endeavours to respond within fourteen (14) calendar days.

74.3 The parties shall use reasonable endeavours to resolve any complaint amicably before commencing legal proceedings.

74.4 Nothing within this Clause prevents either party from seeking urgent legal remedies where necessary to protect its legal rights.

75. Dispute Resolution

75.1 Before commencing court proceedings, the parties shall use reasonable endeavours to resolve any dispute through good faith discussions.

75.2 If the dispute cannot be resolved through discussion, either party may propose mediation conducted by a suitably qualified independent mediator.

75.3 Unless otherwise agreed, each party shall bear its own costs of any mediation and shall share the mediator’s fees equally.

75.4 Nothing within this Clause prevents either party from commencing court proceedings where mediation is unsuccessful or where urgent legal relief is required.

76. Notices

76.1 Any notice given under this Agreement shall be in writing.

76.2 Notices may be served:

• by email;
• by first-class post;
• by recorded delivery; or
• by any other method agreed in writing between the parties.

76.3 A notice sent by email shall be deemed received on the next Business Day after transmission unless evidence shows otherwise.

76.4 A notice sent by first-class post shall be deemed received two (2) Business Days after posting.

76.5 It shall be the responsibility of each party to notify the other promptly of any change to its contact details.

PART 8 – GENERAL PROVISIONS

77. Confidentiality

77.1 Each party shall keep confidential any non-public information obtained from the other party in connection with this Agreement and shall not disclose such information to any third party except where disclosure is required by law or is necessary for the proper performance of this Agreement.

77.2 This obligation shall not apply to information that:

is or becomes publicly available through no fault of the receiving party;
was lawfully obtained from a third party;
was already known to the receiving party before disclosure; or
is independently developed without reference to the confidential information.

77.3 The obligations contained within this Clause shall continue after termination or expiry of this Agreement.

78. Assignment

78.1 The Client may not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of Wingnut Websites.

78.2 Wingnut Websites may assign, transfer or subcontract any of its rights or obligations under this Agreement, provided that doing so does not materially reduce the standard of the Services provided to the Client.

79. Waiver

79.1 No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

79.2 Any waiver shall only be effective if made in writing and shall apply only to the specific circumstance for which it is given.

80. Severance

80.1 If any provision of this Agreement is held by any court or competent authority to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

80.2 If modification is not possible, the relevant provision shall be deemed deleted.

80.3 Any modification or deletion shall not affect the validity or enforceability of the remainder of this Agreement.

81. No Partnership or Agency

81.1 Nothing contained within this Agreement shall create or be deemed to create any partnership, joint venture, employment relationship or agency between the parties.

81.2 Neither party shall have authority to bind the other or enter into any obligation on behalf of the other except where expressly authorised in writing.

82. Third Party Rights

82.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

82.2 The rights of the parties to vary or terminate this Agreement shall not require the consent of any third party.

83. Variation

83.1 Wingnut Websites reserves the right to amend these Terms and Conditions from time to time.

83.2 Any revised Terms and Conditions shall apply to new Projects and Services entered into after the date of publication.

83.3 Existing Agreements shall continue to be governed by the Terms and Conditions in force at the time the relevant Agreement was entered into, unless otherwise agreed in writing.

84. Electronic Communications & Signatures

84.1 The parties agree that electronic communications, including email, electronic signatures and online acceptance of Quotations, may be used to create, vary and administer this Agreement where permitted by law.

84.2 The parties agree that electronically stored records may be relied upon as evidence of communications and contractual acceptance.

85. Anti-Bribery & Sanctions Compliance

85.1 The Client warrants that it shall comply with all applicable laws and regulations relating to bribery, corruption, fraud, sanctions and anti-money laundering in connection with this Agreement.

85.2 Wingnut Websites may terminate this Agreement immediately where it reasonably believes continued performance would place it in breach of any applicable law or regulatory obligation.

86. Governing Law

86.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

87. Jurisdiction

87.1 Subject to any mandatory rights afforded to Consumers under applicable law, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with this Agreement.