Clarity Digital Results

Terms & Conditions for Business Services

Version: 1.0
Effective from: [DATE]

These Terms & Conditions apply to services supplied by Facilitation Dynamics Ltd, trading as Clarity Digital Results (“CDR”, “we”, “us” or “our”) to the business, organisation or other client identified in the relevant Service Schedule, Project Agreement, Order or other written agreement (“the Client”, “you” or “your”).

They are intended to be read together with the relevant Service Schedule and any agreed Project Particulars.

Together, these documents form the agreement between CDR and the Client.

1. The agreement

The services we provide will normally be described in a Service Schedule, Project Agreement, Order, proposal or other written scope.

The agreement between us consists of:

  1. these Terms & Conditions;

  2. the applicable Service Schedule;

  3. the agreed Project Particulars or scope; and

  4. any subsequent variation agreed between us in writing.

If there is a conflict between these documents, the more specific agreed project or service terms will take precedence over these general Terms & Conditions.

No work will begin until any required acceptance, payment and information specified for the service have been received.

2. Our approach

CDR provides website design, website development, website support, maintenance, SEO, digital visibility and related services.

We aim to make the scope, cost, responsibilities and intended outcomes of our work clear before a Client commits to a service.

The specific work included in an engagement will be set out in the relevant Service Schedule or Project Particulars.

Anything not expressly included should not be assumed to form part of the service.

3. Services and scope

We will provide the services described in the applicable Service Schedule and Project Particulars with reasonable care and skill.

The scope may include specific deliverables, activities, systems, websites, products, services or commercial areas.

Where a service is described as focused or limited in scope, the Client acknowledges that the service does not extend automatically to other areas of the Client’s business or website.

If additional opportunities or requirements become apparent during the work, we will discuss these with the Client before undertaking material additional work or incurring additional charges.

4. Client responsibilities

Successful delivery depends upon reasonable cooperation between CDR and the Client.

The Client agrees to:

  • provide accurate and complete information reasonably required for the work;

  • provide appropriate access to websites, hosting, domain accounts, analytics, search tools, content management systems and other relevant platforms where required;

  • provide content, branding, images, approvals and other materials within reasonable timescales where these are the Client’s responsibility;

  • respond reasonably promptly where a decision or approval is required;

  • ensure that materials supplied to CDR can lawfully be used for the agreed purpose; and

  • maintain appropriate licences, permissions and rights relating to material or services supplied by the Client.

The Client remains responsible for the accuracy, legality and regulatory compliance of its business claims, products, services and supplied content unless expressly agreed otherwise.

5. Access and credentials

Where access to third-party systems is required, the Client authorises CDR to access and use those systems only to the extent reasonably necessary to provide the agreed services.

Where possible, separate user accounts or delegated access should be provided rather than shared master credentials.

CDR will take reasonable steps to keep credentials and access information secure.

The Client should revoke access that is no longer required following completion or termination of the relevant service.

CDR will not be responsible for disruption caused by credentials being changed, revoked or incorrectly supplied by the Client or a third party.

6. Fees, VAT and payment

Fees for each service will be stated in the relevant Service Schedule, Project Particulars, invoice or payment arrangement.

Unless expressly stated otherwise, prices are quoted exclusive of VAT, which will be added at the applicable rate.

Payment arrangements may include:

  • full payment before work begins;

  • an initial payment followed by staged payments;

  • recurring monthly payments; or

  • another arrangement expressly agreed in writing.

The applicable arrangement will be made clear before the Client commits to the service.

Payments must be made using the agreed payment method and within the stated payment period.

CDR may pause work or services where an amount is overdue until the outstanding balance has been paid.

7. Recurring services

Some CDR services are supplied on a recurring basis.

The relevant Service Schedule will state:

  • the recurring charge;

  • what is included;

  • the billing frequency;

  • any minimum term, if applicable; and

  • the cancellation arrangements.

Unless the Service Schedule states otherwise, additional work outside the recurring service is not included automatically and may be quoted separately.

Any unused allowance or included support time does not roll forward unless the applicable Service Schedule expressly says that it does.

8. Late payment

Where a business payment becomes overdue, CDR reserves the right to charge interest and recover reasonable costs to the extent permitted by applicable law.

CDR may suspend ongoing work, support, maintenance or other services while an undisputed payment remains overdue.

Suspension does not remove the Client’s obligation to pay sums already due.

9. Timescales

Any proposed completion date or timescale is an estimate unless expressly agreed as a fixed contractual deadline.

CDR will make reasonable efforts to deliver work within agreed timescales.

Timescales may need to change where:

  • the Client delays providing information, access, materials, feedback or approval;

  • the scope changes;

  • a third-party service causes delay;

  • technical issues arise that could not reasonably have been anticipated; or

  • circumstances outside CDR’s reasonable control affect delivery.

CDR will communicate material changes to expected timescales where reasonably practicable.

10. Changes to scope

Either party may identify a need to change the agreed scope.

Minor changes may be accommodated where reasonable.

Where a requested change materially affects the amount or nature of the work, cost or timescale, CDR will explain the implications before proceeding.

Material additional work will not be undertaken without the Client’s agreement.

Written agreement may include confirmation by email or through CDR’s project or acceptance system.

11. Website ownership and intellectual property

Unless otherwise stated in the applicable Service Schedule, ownership of a website specifically developed by CDR for the Client will transfer to the Client once the agreed website development cost has been paid in full.

The Client does not have to continue purchasing hosting, maintenance, support, SEO or future development services from CDR in order to retain ownership of a website for which the agreed development cost has been paid in full.

Third-party materials remain subject to their own licences and ownership arrangements. These may include themes, plugins, software, fonts, stock imagery, APIs and external platforms.

CDR retains ownership of its pre-existing knowledge, methods, templates, processes, tools, reusable code, systems and other intellectual property that was not created exclusively for the Client.

The Client retains ownership of materials and intellectual property it provides to CDR.

Where required for the delivery of the services, each party grants the other a limited licence to use relevant material for that purpose.

12. Portfolio and attribution

Unless the Client asks us not to, CDR may identify the Client as a customer and may display publicly available aspects of completed work in its portfolio, case studies or marketing.

CDR will not knowingly disclose confidential Client information for this purpose.

Where appropriate, CDR may include a discreet website credit or link identifying CDR as the website provider. The Client may ask for this to be removed.

13. Third-party services

CDR’s work may involve third-party products or services such as hosting providers, domain registrars, WordPress, themes, plugins, payment providers, analytics platforms, email services, search engines and other software or platforms.

These services are outside CDR’s direct control and may have their own terms, charges, licences, availability and privacy arrangements.

CDR is not responsible for outages, changes, discontinuation, price increases, account restrictions or other actions taken by independent third-party providers.

Where CDR purchases or manages a third-party service on the Client’s behalf, the relevant cost and arrangement will be made clear where reasonably practicable.

14. Search engines, SEO and digital visibility

Search engines, AI systems and other discovery platforms are controlled by third parties and continually change their systems and algorithms.

Where CDR provides SEO or digital visibility services, we will use reasonable professional judgement and recognised practices intended to improve the Client’s website, content, discoverability and/or conversion opportunities.

CDR does not guarantee:

  • a particular search-engine position;

  • retention of an existing ranking;

  • a particular level of website traffic;

  • inclusion or citation by an AI system;

  • a particular number of enquiries, leads or sales; or

  • a particular financial return.

Any targets, forecasts or desired outcomes are objectives rather than guarantees unless expressly stated otherwise in writing.

15. Hosting, maintenance and backups

Where CDR provides hosting, maintenance, monitoring or backup services, the precise service will be defined in the relevant Service Schedule.

No internet-connected system can be guaranteed to remain continuously available or completely secure.

CDR will take the steps specified in the relevant service to maintain, monitor or protect the website but does not guarantee uninterrupted availability or immunity from cyberattack, software failure or third-party disruption.

The Client should maintain appropriate business continuity arrangements for systems that are critical to its operations.

16. Data protection

Each party will comply with applicable UK data protection legislation in relation to personal data it processes under the agreement.

For personal data that each party processes for its own purposes, that party will normally act as an independent controller and will be responsible for its own compliance obligations.

Where CDR processes personal data solely on the Client’s behalf as a processor, CDR will:

  • process that personal data only on the Client’s documented instructions, unless required otherwise by law;

  • ensure that anyone authorised to process the data is subject to appropriate confidentiality obligations;

  • implement appropriate technical and organisational measures to protect the personal data;

  • only use sub-processors in accordance with applicable data protection requirements;

  • take appropriate measures, taking account of the nature of the processing, to assist the Client with requests from individuals exercising their data protection rights;

  • provide reasonable assistance to the Client in meeting applicable obligations relating to security, personal data breaches, data protection impact assessments and regulatory consultation;

  • notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on the Client’s behalf;

  • on termination of the relevant processing service, delete or return personal data as required by applicable law and the Client’s reasonable instructions; and

  • make available information reasonably necessary to demonstrate compliance with applicable processor obligations and permit reasonable audits where legally required.

Where CDR appoints a sub-processor to process personal data on the Client’s behalf, CDR will ensure that appropriate contractual data protection obligations apply to that sub-processor.

The relevant Service Schedule or Project Particulars may provide further details about the subject matter, duration, nature and purpose of processing, categories of personal data and categories of data subjects where required.

17. Confidentiality

Each party agrees to keep confidential any non-public commercial, technical, financial or other confidential information received from the other party.

Confidential information may be used only for purposes connected with the agreement.

This obligation does not apply to information that:

  • is already lawfully in the public domain;

  • was lawfully known to the receiving party before disclosure;

  • is received lawfully from another source without a confidentiality obligation; or

  • must be disclosed by law or a competent authority.

18. Security and website risks

CDR will take reasonable care when working on Client systems.

However, websites and digital platforms may be affected by vulnerabilities, malicious activity, third-party software, configuration changes and other technical risks.

The Client agrees to inform CDR promptly if it becomes aware of a security incident or material technical problem relevant to services CDR provides.

CDR may take reasonable emergency action to protect a website or service where immediate intervention appears necessary. Where practicable, the Client will be informed before material changes are made.

19. Approvals

Where CDR asks the Client to approve content, design, functionality, scope or another deliverable, the Client is responsible for reviewing it with reasonable care.

Approval may be given through email, an online acceptance process or another agreed written method.

Once an item has been approved, subsequent changes may constitute additional work where they fall outside the agreed scope.

20. Cancellation and termination

Project-specific cancellation arrangements may be stated in the relevant Service Schedule.

Either party may terminate an ongoing service in accordance with the notice period stated in that Service Schedule.

Either party may terminate the agreement immediately where the other party commits a serious breach and, where the breach can reasonably be remedied, fails to remedy it within a reasonable period after being asked to do so.

On termination:

  • amounts already due remain payable;

  • CDR will stop providing the terminated services;

  • each party will return or deal appropriately with the other’s confidential information and property;

  • relevant system access should be removed; and

  • any provisions intended to continue after termination will remain in effect.

Where project work has already been undertaken before cancellation, the Client may be required to pay for work reasonably completed and committed third-party costs, subject to the applicable Service Schedule.

21. Suspension of services

CDR may temporarily suspend some or all services where reasonably necessary because of:

  • overdue undisputed payment;

  • security concerns;

  • unlawful or abusive use;

  • material breach of the agreement;

  • failure to provide essential access or cooperation; or

  • circumstances where continuing the service would create a material risk to CDR, the Client or another party.

Where reasonably practicable, CDR will explain the reason and what is required for the service to resume.

22. Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

Subject to that, CDR will not be liable for indirect or consequential loss, loss of anticipated profits, loss of anticipated savings, loss of business opportunity or losses arising solely from the actions or failure of third-party services outside CDR’s reasonable control.

The Client remains responsible for maintaining appropriate business records, insurance and business continuity arrangements.

CDR’s aggregate liability arising from a particular service or project will, to the extent permitted by law, be limited to the fees paid or payable to CDR for that service or project during the twelve months preceding the event giving rise to the claim, or the total project fee where the engagement is a one-off project.

This limitation does not apply to any liability that cannot lawfully be excluded or limited.

23. Events outside reasonable control

Neither party will be responsible for delay or failure caused by circumstances outside its reasonable control.

This may include significant failures of internet infrastructure, hosting providers or essential third-party platforms, natural disasters, serious illness, industrial action, government action or other comparable events.

The affected party should inform the other as soon as reasonably practicable where such an event materially affects the agreement.

24. Communications

Routine project and service communications may take place by email, telephone, video meeting or other agreed channels.

Formal notices relating to termination or material contractual matters should be provided in writing, normally by email to the principal contact used for the engagement.

The Client is responsible for keeping its contact details up to date.

25. Subcontractors and specialist support

CDR may use appropriately skilled subcontractors or specialist service providers where reasonably necessary to deliver the agreed services.

CDR remains responsible for managing work it has subcontracted as part of its contractual service to the Client.

Where a third party is contracted directly by the Client, that third party is responsible for its own work.

26. Relationship between the parties

CDR acts as an independent service provider.

Nothing in the agreement creates an employment relationship, partnership, joint venture or agency between CDR and the Client unless expressly agreed in writing.

Neither party has authority to bind the other except as expressly agreed.

27. Entire agreement

The agreement constitutes the understanding between CDR and the Client concerning the relevant services and supersedes previous discussions or representations about that specific engagement, except where expressly incorporated into the agreement.

Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

28. Changes to the agreement

Changes to an active project or service must be agreed between CDR and the Client.

CDR may update these standard Terms & Conditions from time to time for future engagements.

An update will not retrospectively change an existing agreed project or fixed-term engagement unless the Client agrees to the change or the change is required by law.

For ongoing services, material changes to these Terms will be communicated in advance and will take effect in accordance with any notice provisions applicable to that service.

29. If part of the agreement is invalid

If any provision of the agreement is found to be invalid or unenforceable, the remaining provisions will continue to apply.

Where reasonably possible, the affected provision will be interpreted or adjusted only to the extent necessary to make it enforceable while preserving its intended commercial effect.

30. No waiver

If either party does not immediately enforce a right under the agreement, that does not mean the right has been waived.

31. Third-party rights

Unless expressly stated otherwise, a person who is not a party to the agreement has no right to enforce its terms.

32. Governing law and jurisdiction

The agreement and any dispute or claim arising from it will be governed by the law of England and Wales.

The courts of England and Wales will have jurisdiction to determine disputes arising from the agreement.

33. Acceptance

The Client may accept the agreement by:

  • signing an agreement;

  • completing CDR’s electronic acceptance process;

  • expressly accepting the relevant Service Schedule and these Terms & Conditions electronically; or

  • another written method agreed between the parties.

The applicable Service Schedule and Project Particulars will identify the service being purchased, the agreed price and any service-specific conditions.

Clarity Digital Results
A trading name of Facilitation Dynamics Ltd
Company number: [COMPANY NUMBER]
Registered office: [REGISTERED OFFICE]
VAT number: [VAT NUMBER]
Email: hello@claritydigitalresults.co.uk