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free website wizards

Terms of Service

The Client should not accept these Terms unless the Order Form states the monthly price, included support allowance, Minimum Term start date, build scope and fixed Design Release Fee.

1. ABOUT THESE TERMS

These Terms govern the design, development, hosting, maintenance and support services supplied by Integral Digital Technologies Ltd, trading as Free Website Wizards (we, us or the Provider), to the business, charity, community organisation, partnership, sole trader or other organisation identified in an Order Form (the Client or you).
The agreement between the parties (the Agreement) consists of, in descending order of priority:
the Order Form and any expressly agreed Special Conditions;
these Terms;
the Service Level Agreement in Schedule 2;
the Data Processing Terms in Schedule 3; and
any written Statement of Work or Change Order signed or electronically accepted by both parties.
If documents conflict, the higher-ranking document prevails, but a document will override these Terms only where it identifies the clause being changed and clearly says that it overrides it.
Headings are for convenience. Words such as including and for example do not limit the words that precede them. A reference to writing includes email and messages within our support portal. Business Day means a day other than Saturday, Sunday or a public holiday in England.

2. BUSINESS CUSTOMERS, AUTHORITY AND ACCEPTANCE

The Service is offered only to Business Customers. By accepting the Agreement, the person accepting confirms that:
the Client is acquiring the Service wholly or mainly for its trade, business, craft, profession, charitable purpose or organisational activities;
they are at least 18 years old and have authority to bind the Client; and
the information supplied during signup is complete and accurate.
If a person wishes to buy as a consumer, they must not complete the business signup. They must contact us so that we can decide whether to offer a separate consumer contract containing the applicable cancellation and statutory-rights provisions.
The Client accepts the Agreement when it ticks the acceptance box or otherwise electronically accepts the Order Form, or when it pays the Initial Payment, whichever occurs first. We may decline an application before acceptance and refund any payment if no Agreement is formed.
The Effective Date is the date stated in the Order Form or, if none is stated, the date we receive both acceptance and cleared Initial Payment.

3. THE CONDITIONAL FREE WEBSITE BUILD

Subject to the Agreement, we will not charge a separate upfront design and development fee for the website described in the Order Form (the Website Build). We provide that benefit because the Client commits to the paid Maintenance, Support and Hosting Service for the Minimum Term.
Free website build does not mean that the overall service is free. The Client must pay:
the Initial Payment and Subscription Fees;
VAT and other applicable taxes;
charges for work outside the agreed scope;
third-party products or usage charges identified as additional in the Order Form or approved by the Client; and
where applicable, the Early Termination Charge, Design Release Fee and migration assistance charges.
The conditional free build covers only the scope, page count, functions, integrations, content-loading allowance and revision rounds in the Order Form. E-commerce configuration, booking systems, memberships, copywriting, photography, branding, paid advertising, advanced SEO, accessibility audits, legal drafting and other specialist work are excluded unless expressly included.
Any indicative market value, bursary value or usual design price mentioned in marketing is contextual only and is not an amount the Client must pay unless it is expressly included in the Order Form or an accepted Change Order.

4. ORDER FORM AND PROJECT SCOPE

Before work starts, the Order Form should identify:
the Client and its authorised contact;
the Website Build specification and included revision rounds;
the Subscription Fee, billing date and included monthly support allowance;
the Effective Date and Minimum Term end date;
the fixed Design Release Fee, which must be between £1,500 and £4,500 plus VAT unless Special Conditions say otherwise;
any licences, domains, email, integrations or third-party services included; and
target milestones and any Client Dependencies.
If the fixed Design Release Fee is accidentally omitted from the accepted Order Form, it will be £1,500 plus VAT. We will not increase a stated Design Release Fee without a Change Order accepted by the Client.
Statements in advertisements, proposals or conversations do not expand the scope unless included in the Agreement.

5. INITIAL PAYMENT

The Client must pay an advance amount equal to three monthly Subscription Fees (the Initial Payment) before we reserve development capacity, procure or allocate licences, or begin the Website Build.
The Initial Payment pays the Subscription Fees for months 1-3 of the Minimum Term. Regular monthly payments begin at the start of month 4; the Initial Payment is not an additional three-month charge.
On receipt, we commit the Initial Payment to project onboarding, reserved developer capacity and non-cancellable or non-recoverable licence, software, infrastructure and administration costs for the Client’s project. Subject to clause 5.4, the Initial Payment is non-refundable, including if the Client changes its mind, does not supply Client Materials, abandons the project, requests cancellation, or no longer requires the Website.
Nothing in clause 5.3 limits:
a refund expressly required by law;
repayment of money taken in error;
the Client’s remedies for fraud; or
where the Client validly terminates for our uncured material breach, a refund of the portion of the Initial Payment that we have not already paid, committed or reasonably allocated to the Client’s project.
The Initial Payment is a payment for the first three months of the bundled Service and allocation of resources. It does not purchase ownership of any individual software licence, agency licence, server licence or other third-party product.

6. SUBSCRIPTION FEES, TAX AND PAYMENT

The Client must pay the Subscription Fee monthly in advance from month 4, using the payment method in the Order Form. We may take recurring payments under the payment authority given at signup.
Fees exclude VAT unless the Order Form expressly says they include VAT. The Client must pay VAT against a valid VAT invoice where applicable.
The Subscription Fee is fixed during the Minimum Term, except for VAT, a Client-approved Change Order, usage charges expressly identified in the Order Form, or a pass-through increase in a third-party service that the Client elects to retain after being offered a reasonably practicable alternative.
After the Minimum Term, we may change recurring fees on at least 30 days’ written notice. If the Client does not accept an increase, it may terminate before the increase takes effect by giving written notice; the increase will not apply during that notice period.
The Client must notify us of a good-faith invoice dispute within 10 Business Days of the invoice date, explaining the amount and basis disputed. It must pay undisputed sums on time. The parties will try promptly to resolve the dispute.
For overdue undisputed sums, we may charge statutory interest and fixed recovery compensation under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable, plus reasonable external recovery costs not covered by that compensation.
A chargeback does not itself cancel the Agreement. The Client must not initiate a chargeback in bad faith, but nothing prevents it using a lawful card-scheme or bank remedy for an unauthorised or genuinely disputed transaction.

7. TERM, RENEWAL AND CANCELLATION

The Agreement begins on the Effective Date and continues for a minimum fixed period of 18 months (the Minimum Term), unless ended earlier under its terms.
The Minimum Term runs from the Effective Date even if the Website launch is delayed by a Client Dependency, late feedback, a scope change, third-party approval or the Client’s instruction to pause. A delay caused solely by our material breach is dealt with under clause 22.3.
After the Minimum Term, the Agreement renews monthly. Either party may end it on at least 30 days’ written notice, provided the notice cannot expire before the end of the Minimum Term.
The Client may request cancellation at any time. If cancellation takes effect during the Minimum Term other than under clause 22.3, the Client must pay the Early Termination Charge in clause 22.2.

8. CLIENT DEPENDENCIES

The Client must, on time:
provide accurate copy, images, branding, policies, product information, access credentials and approvals (Client Materials);
nominate one authorised decision-maker;
obtain permissions and licences for Client Materials;
review work and give consolidated feedback within five Business Days, unless another period is agreed;
maintain lawful privacy, cookie, trading, sector and accessibility information for its activities; and
cooperate reasonably with technical, security and migration requests.
The Client is responsible for the accuracy, legality and completeness of Client Materials and for keeping its business information, prices, terms, contact details and regulatory statements current.
If a Client Dependency is delayed, we may adjust milestones, reallocate development resources and pause work. Subscription billing and the Minimum Term continue because licences, hosting readiness, account management and reserved capacity remain allocated.
If the Client does not respond for 30 consecutive days, we may place the project on hold. If it does not respond within a further 30 days after written notice, we may treat the Website Build as abandoned and terminate under clause 22.2. Restarting may require a reasonable rescheduling or reactivation fee agreed in advance.

9. DESIGN, DEVELOPMENT, REVIEW AND ACCEPTANCE

We will perform the Website Build with reasonable care and skill and in material accordance with the agreed scope.
Dates are estimates unless the Order Form identifies a date as a fixed contractual deadline. Estimates depend on timely Client Dependencies and third-party services.
We may use templates, frameworks, plugins, automation and artificial-intelligence-assisted tools under appropriate human supervision. The Client remains responsible for reviewing factual statements and sector-specific claims before publication.
We will provide review versions or milestones. The Client must identify specific material departures from the agreed scope within five Business Days. We will correct verified departures. Subjective preferences or new requirements are not defects and may require a Change Order.
A milestone is accepted when the Client approves it, uses it publicly, instructs us to proceed to the next material stage, or does not identify a material departure within 10 Business Days after a written acceptance request. Deemed acceptance does not waive a defect that was not reasonably discoverable during review.
We may refuse instructions that are unlawful, unsafe, technically unsound, infringe third-party rights or would materially harm the security or stability of the Service.

10. CHANGES AND OUT-OF-SCOPE WORK

Either party may propose a change. We are not required to begin it until the parties agree in writing its scope, price and effect on timing (a Change Order).
Support allowances do not roll over unless the Order Form says otherwise. Work beyond an allowance, including new pages, redesign, new features, data entry, emergency work caused by the Client or third parties, and migration assistance, is chargeable at the rate quoted before work begins.
Necessary emergency security action may be taken without advance approval where delay creates a material risk. We will notify the Client as soon as reasonably practicable. We will obtain approval before charging for non-routine remedial work unless immediate action is reasonably necessary to protect the Client, other customers or the infrastructure.

11. HOSTING LOCATION, OPERATIONS AND ENVIRONMENTAL DESCRIPTION

The production Website is ordinarily hosted on servers located in the United Kingdom and administered by UK-based server and support personnel. Our web design, support and server engineering operations include personnel based across Exeter, London and Cornwall.
At the Effective Date, our principal hosting environment uses solar-generated electricity as part of its power supply. The electricity mix, backup power arrangements, hardware and specific UK data-centre location may change for resilience, security, maintenance or supplier reasons. We will not knowingly move the primary production hosting outside the UK without notice and appropriate data protection safeguards.
Clause 11.2 is an operational description, not a guarantee that every unit of electricity is generated solely by solar power or that the Service has zero carbon emissions. Any environmental marketing claim remains subject to its stated methodology and evidence.

12. MAINTENANCE, SUPPORT AND HOSTING SERVICE

During the Agreement, we will provide the hosting, monitoring, routine maintenance, backups and support described in the Order Form and Schedule 2.
Unless expressly included, the Service does not include:
continuous content editing or unlimited development;
legal, tax, regulatory, accessibility or data protection advice;
guaranteed compatibility with every browser, device or future third-party update;
recovery of data never received by or successfully backed up to our systems;
management of the Client’s staff, customer service, orders or fulfilment;
guaranteed search rankings, visitor numbers, leads, revenue or other business outcomes; or
support for third-party accounts not administered by us.
We may deploy patches, updates and equivalent replacements that do not materially reduce the core agreed functionality. A material scope reduction requires the Client’s agreement or gives the Client the rights in clause 22.3.

13. THIRD-PARTY SOFTWARE AND LICENCES

The Website may use open-source software, commercial themes, plugins, fonts, stock assets, APIs, hosting control panels and other third-party materials (Third-Party Materials). Their own licence terms apply.
Third-Party Materials may be licensed to us under agency, developer, pooled, server-level or non-transferable licences. The Initial Payment and Subscription Fees contribute to those costs but do not transfer the licences to the Client.
While the Agreement is active and fees are paid, we will maintain the licences expressly included in the Order Form. We may replace a discontinued, insecure or materially changed Third-Party Material with a reasonably equivalent solution.
We are not responsible for a third party’s withdrawal, outage, security incident, price change, changed terms or loss of compatibility, but we will use reasonable efforts within the included support scope to mitigate the effect.
On transfer or termination, non-transferable Third-Party Materials may need to be removed, disabled or relicensed directly by the Client. This may alter appearance or functionality. We will identify known material items in the release statement, and the Client is responsible for replacement licence costs after transfer.

14. INTELLECTUAL PROPERTY AND LICENCES DURING THE SERVICE

The Client retains ownership of its pre-existing Client Materials, trade marks, domain names and Client Data. It grants us a worldwide, non-exclusive, royalty-free licence during the Agreement to copy, adapt, display and process Client Materials only as reasonably required to supply, secure, test and demonstrate the Service.
We and our licensors retain ownership of:
our pre-existing and independently developed methods, templates, components, libraries, frameworks, know-how, automation, deployment tools and server configurations (Provider Materials);
Third-Party Materials; and
the Website Build and custom deliverables until the conditions in clause 20 are satisfied.
During the Agreement, we grant the Client a non-exclusive, non-transferable licence to use the Website Build for its own business through our hosted Service. The Client may permit its personnel and contractors to administer content subject to the Agreement.
Open-source software remains subject to its applicable open-source licence. Nothing in the Agreement restricts rights that an open-source licence grants directly to the Client.
We may display the Client’s name and a screenshot or link to the public Website in our portfolio unless the Client opts out in writing. We will not disclose confidential launch material before it is public.

15. DOMAINS, EMAIL AND ACCOUNTS

Where reasonably practicable, a domain acquired for the Client will be registered in the Client’s name or transferred to it after verification. The Client owns its domain and may direct its DNS elsewhere, subject to payment of domain charges and reasonable identity and security checks.
The Design Release Fee does not apply merely because the Client transfers its domain or exports Client Data. It applies to release of the Website Package described in clause 20.
Domain, email, payment gateway, social media and other external accounts are governed by their providers. The Client must secure its credentials, use multi-factor authentication where available and keep recovery information current.
We are not responsible for loss caused by an unauthorised instruction that reasonably appeared to come from the Client’s authorised contact, unless caused by our failure to use reasonable security procedures.

16. CLIENT CONTENT, LEGAL COMPLIANCE AND ACCESSIBILITY

The Client warrants that it has all rights and permissions needed for Client Materials and that the Website and the Client’s use of it will comply with applicable law, advertising rules, sector regulation and third-party rights.
The Client is responsible for its own website terms, privacy notice, cookie information and consent mechanism, company disclosures, pricing, cancellation information, accessibility obligations, regulated claims and marketing consents. We will implement materials supplied by the Client but do not verify their legal sufficiency unless a separate compliance service is agreed.
The Client must not use the Service for unlawful, fraudulent, defamatory, infringing, discriminatory or harmful material; malware; unsolicited bulk communications; illegal goods or services; exploitation; harassment; or activity likely to damage our systems, reputation, other customers or suppliers.
We may remove or restrict access to content where reasonably necessary to comply with law, a binding authority request, third-party rights, security requirements or our acceptable-use obligations. Where lawful and practicable, we will notify the Client and allow it to respond.

17. DATA PROTECTION

Each party will comply with applicable Data Protection Laws. For account, contract and billing data, each party acts as an independent controller. For personal data in website databases, forms, backups and hosted content that we process only to provide the Service (Hosted Personal Data), the Client is controller and we are processor.
Schedule 3 applies to Hosted Personal Data and is intended to satisfy Article 28 of the UK GDPR. The Client authorises the sub-processors and international-transfer arrangements described there.
The Client determines the purposes and lawful basis for Hosted Personal Data, provides required notices, obtains consents where required, responds to data-subject requests and instructs us lawfully.
The Client must not place special category data, criminal-offence data, payment-card data beyond an approved payment provider, or unusually high-risk data in the Service unless the Order Form expressly permits it and appropriate safeguards are agreed.

18. SECURITY AND BACKUPS

Each party will apply reasonable security measures appropriate to its role. We will maintain the technical and organisational measures in Schedule 3 and may improve or replace them without materially reducing overall protection.
No internet service is completely secure or uninterrupted. The Client must use strong unique passwords, multi-factor authentication where available, least-privilege access and secure devices, and must promptly report suspected compromise.
Our standard backup commitment is in Schedule 2. Backups are a resilience measure, not an archive service. The Client should retain independent copies of irreplaceable Client Materials, transaction records and legally required records.

19. CONFIDENTIALITY

Each party will keep the other’s non-public business, technical, security and commercial information confidential and use it only for the Agreement. It may disclose that information to personnel, professional advisers and subcontractors who need it and are bound by confidentiality obligations.
Confidentiality does not apply to information that is public without breach, lawfully known without restriction, independently developed, or lawfully received from another source.
A party may disclose information where required by law or a competent authority, giving advance notice where lawful and reasonably practicable.
This clause continues for five years after termination; obligations protecting trade secrets and personal data continue for as long as the information remains protected by law.

20. MOVING HOST, WEBSITE RELEASE AND DESIGN CONTRIBUTION

The Client may ask at any time for the Website to be hosted elsewhere. We will not prevent the Client from using its domain, Client Materials or Client Data elsewhere.
To receive a transferable export of the designed Website, its database, media library and custom files that are reasonably necessary to operate it on a compatible environment (the Website Package), the Client must first pay:
all undisputed overdue Fees;
any Early Termination Charge if the transfer ends the Service during the Minimum Term;
the fixed Design Release Fee in the Order Form; and
any separately agreed migration, conversion, remediation or third-party licence costs.
The Design Release Fee is a disclosed contribution to the design and development value we waived under the conditional free-build model. It is payable whenever a Website Package is requested, including after the Minimum Term, unless the Order Form expressly reduces or waives it. It is not a fee for releasing the Client’s domain, original Client Materials or Client Data.
Within 10 Business Days after cleared payment and receipt of necessary destination details, we will provide the Website Package in a commonly used format or make it available to the Client’s nominated competent provider. Large, complex or non-standard migrations may require an agreed timetable.
The Website Package does not include Provider Materials that are not necessary to operate the Website, shared libraries, internal tools, source repositories containing other customers’ materials, infrastructure-as-code, security credentials, server images, backup systems, development workflows or non-transferable Third-Party Materials.
On full payment of the sums in clause 20.2, we assign to the Client, with full title guarantee, copyright in bespoke visual designs and custom code created solely for that Client and included in the Website Package, to the extent we own that copyright. The assignment excludes Provider Materials and Third-Party Materials. We grant the Client a perpetual, worldwide, non-exclusive, royalty-free licence to any embedded Provider Material that is reasonably necessary to use the released bespoke work, but not to extract, resell or use that Provider Material independently.
If the destination environment differs from ours, adaptation may be required and functionality may differ. After release, the receiving provider is responsible for installation, security, backups, updates and licences unless we agree migration services.
We will provide a standard export of Client Data on request in a commonly used format without the Design Release Fee. Reasonable charges may apply to custom extraction, cleansing or transformation requested by the Client.

21. SUSPENSION

We may suspend affected parts of the Service where reasonably necessary because:
an undisputed payment remains overdue seven days after written reminder;
there is a security threat, attack, suspected compromise or material acceptable-use breach;
the Client’s use risks harm to the infrastructure, another customer or a third party;
a supplier or authority requires suspension; or
the Client has not provided an essential instruction or dependency.
Except in an emergency or where prohibited, we will give reasonable notice and an opportunity to remedy. We will limit suspension to what is reasonably necessary and restore the Service after the cause is remedied.
Suspension does not end the Agreement or stop Fees during the Minimum Term where we continue to incur costs or reserve resources. We may charge a reasonable, pre-notified reactivation cost where the suspension resulted from the Client’s breach.

22. TERMINATION AND EARLY TERMINATION CHARGES

Either party may terminate immediately by written notice if the other:
commits a material breach that cannot be remedied;
commits a remediable material breach and does not remedy it within 30 days after written notice, except that the remedy period for undisputed non-payment is 14 days;
becomes insolvent, ceases trading or enters an analogous formal process; or
engages in fraud, serious illegality, deliberate security abuse or conduct that creates an immediate material risk.
If the Client terminates for convenience, abandons the project, or we terminate for the Client’s breach during the Minimum Term, the Client must pay an Early Termination Charge equal to:
Fees already due and unpaid; plus
the Subscription Fees that would have fallen due from the termination date to the end of the Minimum Term; minus
third-party charges and direct delivery costs that we reasonably avoid because of early termination.

The parties agree that this formula protects the commercial basis on which the separate Website Build charge was waived and compensates committed costs and lost subscription revenue. It is not intended to punish the Client. We will provide a reasonable calculation on request and take reasonable steps to mitigate avoidable loss.

The Client may terminate for our material breach under clause 22.1 without an Early Termination Charge. We will refund prepaid Subscription Fees for the period after termination and the uncommitted portion of the Initial Payment under clause 5.4. If a fixed contractual launch deadline is missed solely because of our material breach and is not remedied within a reasonable written cure period, the Client may use this clause.
We may terminate for convenience only after the Minimum Term on at least 60 days’ written notice, unless we are discontinuing the relevant service and offer a reasonable migration period or alternative.

23. CONSEQUENCES OF TERMINATION

On termination:
accrued rights and payment obligations are unaffected;
our licence to Client Materials ends except as required for orderly closure, legal retention and backups;
the Client’s hosted Website may be taken offline when the paid service period ends;
the Client may request a Client Data export and, subject to clause 20, a Website Package; and
clauses intended to survive, including payment, intellectual property, confidentiality, data protection, liability and dispute provisions, continue.
Unless law requires longer retention, we may delete live Client Data 30 days after termination and delete residual backup copies through our normal overwrite cycle, ordinarily within 90 days. The Client must request export before deletion. We may retain limited records required for tax, fraud prevention, disputes and legal compliance.
We are not required to retain an operational copy of the Website after the retention period. Reinstatement, if technically possible, may be chargeable.

24. WARRANTIES AND DISCLAIMERS

Each party warrants that it has authority to enter the Agreement.
We warrant that we will perform the services with reasonable care and skill, use appropriately skilled personnel and materially comply with the agreed specification.
If the Client reports a reproducible material non-conformity within a reasonable period, our first obligation is to investigate and, where the non-conformity is our responsibility, reperform or correct the affected service within a reasonable time.
Except as expressly stated, and to the fullest extent permitted by law, all implied warranties, conditions and terms are excluded. We do not warrant that the Service will be error-free, uninterrupted, immune from every attack, compatible with every future technology, or achieve a particular commercial, search-engine or regulatory outcome.

25. LIABILITY

Nothing in the Agreement excludes or limits liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
deliberate default or wilful misconduct;
breach of title where liability cannot lawfully be excluded; or
any other liability that cannot lawfully be excluded or limited.
Subject to clause 25.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, whether direct or indirect. This exclusion does not apply to the Client’s obligation to pay agreed Fees or to a party’s misuse of the other’s intellectual property or confidential information.
Subject to clauses 25.1 and 25.4, each party’s aggregate liability arising out of or in connection with the Agreement in any rolling 12-month period is limited to 100% of the Fees paid or payable by the Client under the Agreement in that period.
Liability for breach of confidentiality, infringement of the other party’s intellectual property rights, or breach of Schedule 3 is limited in aggregate to 200% of the Fees paid or payable in the relevant 12-month period.
For loss or corruption of Client Data caused by our breach, our liability is limited to the reasonable cost of restoring the latest available backup, subject to clauses 25.1 and 25.4.
Each party must take reasonable steps to mitigate its losses. The limitations apply to all causes of action in aggregate, including contract, tort, negligence, misrepresentation and breach of statutory duty, to the extent lawful.

26. CLIENT INDEMNITY

The Client will indemnify us against third-party claims, damages, penalties and reasonable professional costs arising from Client Materials or the Client’s unlawful use of the Service, including claims that Client Materials infringe intellectual property, privacy or other rights.
The indemnity does not apply to the extent a claim was caused by our unauthorised material change, negligence, breach or continued use after we knew of a clear infringement. We must promptly notify the Client, allow reasonable control of the defence and settlement, and provide reasonable cooperation at the Client’s cost. The Client must not settle in a way that admits our fault or imposes non-monetary obligations on us without consent.

27. FORCE MAJEURE

Neither party is liable for delay or failure caused by events beyond its reasonable control, including widespread network failure, data-centre failure, utility failure, natural disaster, fire, epidemic, war, civil disorder, labour dispute not limited to its own staff, governmental action or large-scale cyberattack, provided it uses reasonable efforts to reduce the effect.
Payment obligations for services already supplied are not excused. If a force majeure event materially prevents the core Service for more than 30 consecutive days, either party may terminate the affected Service on written notice without an Early Termination Charge for the period after termination.

28. CHANGES TO THESE TERMS

We may update these Terms for legal, regulatory, security or operational reasons. We will give at least 30 days’ notice of a material change.
A change will not materially reduce the Client’s core rights or increase the fixed Subscription Fee during the Minimum Term unless required by law or accepted by the Client. If a materially adverse non-mandatory change is proposed after the Minimum Term, the Client may terminate before it takes effect.
The version accepted at signup remains available on request. A Change Order or Special Condition must be expressly accepted by both parties.

29. NOTICES AND COMMUNICATIONS

Routine notices may be sent to the authorised email addresses or support accounts in the Order Form. Formal termination, breach or legal notices must be sent by email with a copy by prepaid first-class post to the registered office or principal address in the Order Form.
An email is deemed received on the next Business Day after sending if no delivery failure is received. Post is deemed received two Business Days after posting. This clause does not govern service of court proceedings.
The Client must keep its contact and billing details current. We are not responsible for notices missed because the Client failed to update them.

30. DISPUTES

A party raising a dispute must provide a written summary and requested remedy. An operational representative of each party will meet or speak within 10 Business Days and try in good faith to resolve it.
If unresolved after 20 Business Days, either party may request escalation to a director of each party. The parties will consider mediation through the Centre for Effective Dispute Resolution or a comparable mediator before commencing proceedings, unless urgent injunctive relief or limitation protection is required.
Nothing prevents either party seeking urgent relief to protect data, confidential information, intellectual property, system security or payment of an undisputed debt.

31. GENERAL

The Client may not assign the Agreement without our prior written consent, not to be unreasonably withheld or delayed. We may assign it to an affiliate or in connection with a sale, reorganisation or transfer of the relevant business, provided the assignee can perform the obligations.
We may use suitably qualified subcontractors and remain responsible for their performance as if it were our own, subject to Schedule 3 for sub-processors.
Entire agreement. The Agreement contains the entire agreement about its subject matter and supersedes earlier proposals and discussions. Neither party relies on a statement not included in the Agreement, but nothing excludes fraud.
No partnership. The parties are independent contractors. Nothing creates employment, agency, partnership, fiduciary duty or joint venture.
No waiver. Delay or failure to enforce a right is not a waiver. A waiver must be in writing and applies only to the stated circumstances.
If a provision is unlawful or unenforceable, it will be modified to the minimum extent needed to make it enforceable or, if that is not possible, deleted. The remainder continues.
Third-party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement.
Counterparts and electronic signatures. The Agreement may be accepted in counterparts and by electronic signature, checkbox or other recorded electronic acceptance.

32. GOVERNING LAW AND JURISDICTION

The Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales.
The courts of England and Wales have exclusive jurisdiction, subject to the dispute process in clause 30.