These Terms and Conditions (the "Terms") govern the services provided by The AI Web Design Company ("we," "us," or "our"), a UK-based unregistered partnership, to you, the client ("you" or "your"), a UK-based business or sole trader. By using our services, you agree to these Terms.

Please contact us at hello@thewebdesigncompany.co.uk or by phone at 07734 581645.

1. Key Definitions
"Business Hours": 9am-5pm GMT (or BST) Mon-Fri, excluding UK bank holidays.
"Capital Order Fee": The upfront payment for website or project setup.
"Cancellation Fee": A fee charged if you cancel services after a certain period (see Schedule 1).
"Content": Text, images, logos, etc., provided by you, uploaded by you or generated by our AI tools. You own your Content, and we own AI-generated output. You are responsible for ensuring the legality of all content.
"Contract": The agreement between us, including these Terms, your Quotation, and any related documents.
"Demonstration": A presentation of our services.
"Deposit": An initial payment made to begin work.
"Documentation": Materials we provide to you.
"Flat Design": The creative look of your website.
"Hosting": Our service of hosting your website and content on servers located in the UK or EU.
"Hosting Fee": The ongoing fee for hosting.
"Monthly Ongoing Fee": The monthly fee for ongoing services.
"Review": The requirement for You to review the Services, provide information and/or complete an activity at specified milestones as advised by Us.
"Review Period": The period of time in which You shall conduct a Review and which will be two (2) weeks unless otherwise notified by Us in accordance with Clause 6.4.
"SEO Services": Search engine optimization services we provide.
"Services": The website design, hosting, SEO and other services provided by us.
"Website Discovery Document": A document detailing your specific needs for the project.
2. Agreement & Starting Work
2.1 Following your free Website Discovery Meeting, your acceptance of our Quotation and payment of the Deposit creates a legally binding Contract under UK law for partnerships.

2.2 These Terms take precedence over any conflicting terms in your purchase orders or other documentation.

2.3 We may use subcontractors but are responsible for their work.

2.4 We will start work after the signed Order Forms are received and the Deposit is cleared into our account. We shall schedule delivery of the Services in accordance with Our then-current workload. We do not guarantee timescales for any element of works.

2.5 You may request additional changes before the Services are complete. Changes may affect costs and timelines and require a written agreement. We may refuse changes that impact the quality of work or that breach IP rights. If your actions lead to a change of requirements or circumstances, this constitutes a change request and must be agreed in writing (including email). We are not obliged to deliver changes that have not been agreed in writing.

3. Our Services
3.1 We provide website design, hosting, SEO, and related services. The specific scope of services will be detailed in your ORDER.

3.2 If your project requires specific elements or functionality, it's your responsibility to confirm this in writing before work commences.

3.3 We will require your cooperation and provision of necessary information and content to complete the project effectively.

3.4 If we are required to rearrange implementation, we will do so by mutual agreement, where possible, with a minimum of 7 days notice.

4. Website Design
4.1 Our website design process consists of the following phases:

a) Discovery Phase: Initial consultation and requirements gathering (ending with a Review).

b) Design Phase: Creation and approval of website visual design (ending with a Review).

c) Development & Testing Phase: Building of website functionality, quality assurance (ending with a Review).

d) Launch Phase: Website deployment and final checks.

e) Ongoing services.

4.2 You are responsible for reviewing this document and notifying us of any issues or discrepancies before final agreement. For each Review We will notify You that You need to either:

a) review the Website and sign off the Review as accepted or notify Us in writing of any changes that are required because in Your reasonable opinion the Website Services do not meet the description in the Website Discovery Document; or

b) provide Us with the information We have requested; or

c) complete the action or activity We have requested.

In the event that You do not respond within the Review Period, then We may suspend provision of the Services and put them on hold ("On Hold") and any expenses We incur by putting the Services On Hold and subsequent resumption of the Services shall be added to the consideration and any time-scales shall be delayed accordingly.

4.3 If you require us to use existing design elements, you will be required to indemnify us against any third party intellectual property claims should you be unable to prove ownership of all intellectual property rights for those elements. We cannot guarantee an exact reproduction of any existing website or graphic design.

4.4 You will be given a final review period before the site is launched and it is Your responsibility to check the operation of the Website within the Review Period.

4.5 If you request changes outside of the agreed scope of work, there will be an additional cost, outlined in a separate written quotation.

4.6 Whilst We endeavour to provide estimates of when the Website will be ready to go live ("Go Live Date"), We do not guarantee any Go Live Date and You should not make arrangements dependant on a fixed Go Live Date. In the event that You do make such arrangements this shall be at Your own risk and We shall have no liability if the Go Live Date is not achieved.

4.7 Review Process
The website development process includes three (3) rounds of revisions at each major milestone:

a) Design concept

b) Development staging

c) Pre-launch testing

4.7.2 Each revision round includes a follow-up review session if requested

4.7.3 Additional revision rounds may be purchased at our standard hourly rate.

4.8 Mobile Responsiveness. All websites will be developed to be responsive across devices with minimum viewport widths of 320px. It is not possible to test on all device/system combinations. We provide basic tests on current versions of major browsers (Chrome, Firefox, Safari, Edge) on a reasonable endeavours basis. Support for legacy browsers or specific devices must be agreed in writing.

5. Hosting
5.1 We will host your website for the length of the contract, subject to payment of Hosting Fees. We will not Host other content or programs as part of this service.

5.2 You agree to our Acceptable Use Policy (AUP - Annex 1), which forms part of this agreement and to indemnify Us against all damages, losses, costs, fines and liabilities incurred by or awarded, asserted or claimed against Us by third parties arising from Your breach of this Clause 8 and/or the AUP.

In the event that We reasonably believe You are in breach of this Clause 5 and/or the AUP We may at Our option:

a) suspend the Hosting until such breach is remedied by You; or

b) treat such as a material breach and terminate the Contract.

5.3 In the event that We become aware that the Website is being used for any unlawful purpose and/or that the Content is identified as containing material of an offensive or unlawful nature We reserve the right to request the hosting provider to remove access to the Website and to delete all such offending or unlawful material without prior notice or reference to You.

5.4 For the avoidance of doubt We do not guarantee any specific level of server uptime or performance. We reserve the right to move or suspend the Website for periods of time to allow Us to carry out maintenance or repair to Our servers or to implement improvements. While We will endeavor to notify You of planned maintenance by email, there may be occasions where emergency maintenance is required without prior notice.

5.5 Website speed is affected by the page Content and navigation functions. We regularly assess the speed performance of the Websites, but, because You manage the Content and navigation functions, We are not responsible for any loss of speed as a result of heavy Content or navigation functions. Upon Your request, We can make recommendations about how to modify page setup to improve performance. For an additional fee, we can provide services to optimise content and improve page speed.

5.6 We endeavour to implement reasonable security measures to protect the Hosting, however You hereby accept that no Hosting environment is 100% secure and We do not warrant to protect Your Hosted Website or Content against all possible security breaches or unauthorized access. As a partnership, we cannot guarantee complete protection against all possible security breaches or unauthorized access.

6. SEO Services
6.1 We will provide SEO services as outlined in the SEO Program Document.

6.2 Search engine rankings and performance depend on numerous factors, including algorithms, competitor activity, and your compliance with our recommendations. While we will apply reasonable industry practices to improve your website's visibility, we do not guarantee specific rankings or measurable outcomes, such as traffic or conversions. You acknowledge that SEO is a long-term process and results may vary.

6.3 We may make changes to your website content for SEO purposes in accordance with reasonable industry practices.

6.4 You are responsible for providing accurate, complete, and timely content, information, and access required for the development and marketing of your website. Delays, errors, or omissions in providing this material may affect timelines and outcomes, for which we cannot be held liable.

7. Support
7.1 We provide technical support as outlined in our Support Policy (Annex 2).

7.2 You agree to use our defined support channels (whatsapp and email or our support desk system) for all support requests.

8. Your Responsibilities
8.1 You must provide us with information, content, and feedback in a timely manner. We are not responsible for delays caused by your lack of response.

8.2 You are responsible for the accuracy and legality of all Content you provide, or that we generate on your instructions, and are responsible for indemnifying us from any claims arising from this content.

8.3 You agree that if you do not perform your obligations under these Terms and Conditions and such non-performance affects our ability to perform, we will not be in breach of contract, and you will remain obligated to pay us as provided under these terms.

9. Intellectual Property
9.1 We, as a partnership, own the website design and underlying code, created by us or licenced through third parties. You have a limited license to use the website as described in this agreement.

9.2 You own the Content that you supply to us for use on your website.

9.3 You will indemnify us against any third party intellectual property claims arising due to Content or design elements you supply or direct us to use.

9.4 License Terms

Upon full payment, you receive a non-exclusive, perpetual license to:

a) Use the website design and functionality

b) Modify content within the content management system

c) Create derivative works based on your content

You may not:

a) Resell or sublicense the website design

b) Extract or reuse the underlying code

c) Remove copyright notices or attributions

9.5 Third-Party Elements. The website may incorporate third-party software, themes, or plugins under separate licenses. We will provide details of all third-party licenses affecting your usage rights. You are responsible for maintaining any required third-party licenses after launch.

9.6 AI-Generated Content. "AI-generated output" means any content, code, or design elements created using artificial intelligence tools. We retain ownership of AI-generated output but grant you a non-exclusive license to use it within your website.

10. Payments
10.1 You will pay the Capital Order Fee following the Discovery Meeting and before further work begins.

10.2 Monthly Ongoing Fees are payable in advance.

10.3 Invoices are payable within 14 days of the invoice date unless otherwise specified. All payments to be made in GBP.

10.4 We may charge interest at 8% above Barclays Bank base rate, and a debt collection fee of £50 for late payments. We may suspend services if fees are overdue. We reserve the right to claim interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, which applies to businesses, including partnerships.

11. Warranties & Liabilities
11.1 We warrant that we will provide the Services with reasonable skill and care.

11.2 We do not provide any guarantee of specific results, including but not limited to website traffic or search engine rankings.

11.3 Our total liability under this contract (except for death or personal injury arising from negligence, or fraud) is limited to the amount you paid for the Services that are the direct subject of your claim. As a partnership, this liability is shared by the partners.

11.4 To the fullest extent permitted by law, we will not be liable for any indirect, consequential, special, or punitive damages, losses or costs, including but not limited to loss of data, profits, revenue, or reputation.

12. Termination
12.1 Either party may terminate this agreement immediately in the event of a material breach of contract that is not remedied within 30 days of written notice.

12.2 You may terminate this agreement, or any service, by providing 30 days written notice.

12.3 If you terminate this agreement or any service, you agree to pay any outstanding balances, plus the sum of all monthly ongoing fees for the remaining term of that service (typically 30 days unless stated).

12.4 We may terminate any or all services at the renewal date, giving you at least 30 days written notice.

12.5 If the Contract is terminated before the website goes live, depending on the stage we have reached:

a) We will provide You with the Flat Design Guide (which is a picture of elements of the website) and grant You a perpetual, royalty free license to use such elements in the Flat Design;

b) We will export to You any Content that We can reasonably access. Such export will be in the format advised by Us to You and shall be charged at Our usual hourly rate. For the avoidance of doubt, We may not be able to export all Content;

c) We may invoice You at Our usual hourly rate for any time spent delivering the Website design services We have provided.

13. Data Protection
13.1 For the purpose of this clause, 'Personal Data', 'Data Controller', 'Data Processor', 'Data Subject', 'Processing', and 'Personal Data Breach' shall have the meanings given to them in the UK General Data Protection Regulation ("UK GDPR") and the UK Data Protection Act 2018.

13.2 You acknowledge that for the purposes of these Terms and Conditions, in the provision of the Services we are acting as a Data Processor and You are acting as the Data Controller. You warrant that all Personal Data provided to us or that we process under your instructions has been obtained lawfully, and you are entitled to provide it to us to process under this agreement.

13.3 As a Data Processor, we agree to comply with all applicable UK Data Protection Legislation, including but not limited to the UK GDPR and the UK Data Protection Act 2018, and to ensure that all processing of Personal Data performed by us, our staff and sub-contractors will be lawful, fair, and transparent.

13.4 We will only process personal data on your documented instructions unless required by applicable UK Law. In providing the services under this contract, we will be processing the following categories of personal data: your contact details, your contact details and any data that you instruct us to add to your website. This data will be held for as long as you use our services. We will only process data for the purpose of delivering the Services as defined in this contract.

13.5 We will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including (but not limited to):

Pseudonymisation and encryption of personal data.
The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing.
13.6 We will, where appropriate, assist you in your obligations to respond to requests from Data Subjects to exercise their rights as laid out in UK Data Protection legislation. This support is limited to providing you with access to data to enable you to meet the requirements laid out in legislation. We reserve the right to charge for support beyond this, at our standard hourly rate.

13.7 We will ensure that all of our staff, agents, and sub-contractors who process Personal Data have committed themselves to confidentiality and are under similar legal obligations to comply with this Data Processing clause. We will ensure we have an appropriate data processing agreement with any third-party sub-processor.

13.8 In the event of a Personal Data Breach, We will notify you without undue delay after becoming aware of a Personal Data Breach, providing you with sufficient information to allow you to take appropriate action.

13.9 We store all Personal Data collected through your website within the UK or the European Economic Area (EEA).

13.10 Where you transfer personal data to us that originates outside of the UK or the EEA, you are responsible for ensuring that data transfer complies with all applicable legislation.

13.11 You warrant that you will comply with all applicable Data Protection Laws, and will, upon request, provide us with any information that we require to demonstrate your compliance with this legislation.

13.12 You agree to indemnify us against all claims, liabilities, losses, damages and expenses arising from our adherence to your instructions where such instructions have caused us to breach the data protection legislation.

13.13 We will retain active client data for the duration of the contract plus 6 months.

13.14 Data transfers outside the UK/EEA will only occur with your explicit consent, appropriate safeguards in place, documentation of transfer mechanism, and regular review of adequacy decisions.

13.15 Where You inform Us that processing is likely to result in high risk to individuals, we will conduct Data Protection Impact Assessments (DPIAs) in consultation with you. DPIA results will be shared upon request.

13.16 We will notify you of any personal data breach within 24 hours of discovery during business hours, including an initial assessment of risk and impact, regular updates until resolution, and a final incident report within 5 business days.

14. Confidentiality
14.1 "Confidential Information" means any information (written, oral, or electronic) shared between us that a reasonable person would consider to be of a confidential nature, including but not limited to business plans, customer data, pricing, technical information, or trade secrets.

14.2 Both you and we agree to keep each other's Confidential Information confidential and secure. We agree not to disclose, copy, or modify this information, or permit others to do so, unless required by the contract.

14.3 We may use your Confidential Information only for the purposes of performing our obligations under this Contract.

14.4 Our confidentiality obligations do not extend to any information that:

Is already in the public domain (unless due to a breach of this clause)
Is already in the possession of the receiving party prior to disclosure by the other party;
Is received from a third party who was free to disclose it; or
Is required to be disclosed by law.
14.5 The obligations under this clause shall remain in effect during and after the termination of this Contract for a period of 5 years.

15. Design Credit
15.1 Unless otherwise agreed, your website will include a small credit to Our Website, placed at the bottom of the page. This will be either a discreet text link or a small graphic that matches your website's design. Should you request removal of this design credit, a fee will apply. This fee is equivalent to 10% of your total development charges, or £300 for projects where the total development charge was less than £3000. You also grant Us permission to showcase your website in our portfolio and other marketing materials.

16. General
16.1 You cannot assign or transfer your rights under this agreement without our written consent.

16.2 Any legal notices must be in writing to our company address or by email, as stated at the beginning of this agreement.

16.3 We agree to use our reasonable endeavours to attempt to resolve any disputes via mediation, prior to any legal action.

16.4 Force Majeure. Neither party shall be liable for any failure or delay in performance, failures or delays under this agreement (other than a failure to pay) due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, governmental actions, or any other event that renders performance impracticable. If such circumstances persist for more than 30 days, either party may terminate the agreement with written notice.

16.5 Dispute Resolution. This agreement and any dispute arising from it will be governed by English law and the jurisdiction of the courts of England and Wales. In the event of a dispute arising under this agreement, the parties agree to attempt to resolve the dispute in good faith through negotiation. If the dispute cannot be resolved within 90 days, the parties agree to submit the dispute to mediation with a mutually agreed mediator. If mediation fails, the dispute shall be resolved by arbitration in accordance with the rules of the CIArb approved arbitrator, with the decision of the arbitrator being final and binding.

16.6 Material changes to the services require a written change request, impact assessment, cost and timeline estimates, and mutual written agreement. Emergency changes may be implemented immediately for security or stability reasons.

16.7 Partnership Status. We are an unregis