Terms and Conditions
Cumulus Digital Ltd
Company Number: [INSERT COMPANY NUMBER]
Registered Office: [INSERT REGISTERED ADDRESS]
Website: https://cumulusdigital.co.uk
These Terms and Conditions (“Terms”) govern the supply of services by Cumulus Digital Ltd (“we”, “us”, “our”) to any business client (“Client”, “you”, “your”). These Terms apply to business customers only.
1. Definitions
Services means website design, development, hosting, maintenance, consultancy, digital marketing, SEO, PPC, integrations, API work or any other services agreed in writing.
Specification means any quotation, proposal, statement of work, email confirmation or written agreement describing the Services.
Customer Materials means all content, images, data, logos, credentials, files or materials supplied by the Client.
2. Basis of Contract
A contract is formed when we confirm acceptance of your instruction in writing or commence work. These Terms override any other terms unless expressly agreed in writing.
3. Scope of Services
We shall provide the Services in accordance with the Specification using commercially reasonable care and skill.
Any work outside the agreed Specification is chargeable at our standard rates.
Timeframes are estimates only and not guaranteed.
4. Client Responsibilities
You agree to:
- Provide accurate and complete information.
- Provide timely approvals and feedback.
- Maintain appropriate internal backups and security procedures.
- Comply with all applicable laws and regulations.
5. Customer Materials & Content Liability
5.1 Ownership & Rights
You warrant that you own or have obtained all necessary licences, permissions and rights to use all Customer Materials.
5.2 Images & Media Responsibility
You are solely responsible for ensuring that all images, photography, fonts, graphics, videos and media used on your website are properly licensed for commercial use.
5.3 No Verification Obligation
Unless expressly agreed, we are not responsible for verifying copyright ownership, stock licences, model releases or usage rights.
5.4 Indemnity
You agree to indemnify Cumulus Digital Ltd against any claims, damages, losses or legal costs arising from Customer Materials.
6. Intellectual Property
All intellectual property rights in code, systems, frameworks and methodologies remain our property.
Upon full payment, you receive a licence to use the completed website deliverables for your business purposes.
Third-party software, plugins and themes remain subject to their own licences.
7. Hosting & Maintenance
7.1 Scope
Maintenance may include plugin updates, basic monitoring and minor content changes if agreed.
7.2 Exclusions
Maintenance does not include redesigns, major functionality changes, third-party licence fees or malware removal unless expressly agreed.
7.3 No Uptime Guarantee
We do not guarantee uninterrupted or error-free hosting services.
7.4 Security
While reasonable security measures are implemented, no system can be guaranteed secure. We are not liable for hacking, cyber-attacks, malware or unauthorised third-party access.
7.5 Backups
Backups are provided as a convenience only. We do not guarantee recoverability. You remain responsible for maintaining independent backups.
8. Domain Names
8.1 Not Included in Maintenance
Domain name registration, renewal and management are not included in any maintenance package unless expressly stated in the Specification.
8.2 Client Responsibility
You are solely responsible for ensuring domains are renewed and registrar fees paid.
8.3 Registrar Relationship
Domain registration is a contract between you and the registrar. We are not liable for expiry, suspension or loss.
9. Third-Party Services & Integrations
Websites and digital services rely on third-party systems including hosting providers, APIs, payment gateways, plugins, advertising platforms and social networks.
We are not liable for:
- Changes made by third-party providers
- API modifications or discontinued services
- Platform suspensions
- Software obsolescence
- Payment gateway errors
- External hosting failures
Where integrations or SSO/API connections are developed, ongoing compatibility may require additional work and fees.
10. Digital Marketing Services
We do not guarantee:
- Search engine rankings
- Traffic levels
- Advertising performance
- Return on investment
You are responsible for all advertising spend unless otherwise agreed.
11. Data Protection
You remain the Data Controller and are responsible for compliance with UK GDPR and applicable data protection laws.
We act as Data Processor only where agreed in writing.
12. Fees & Payment
Invoices are payable within 14 days unless otherwise agreed.
We may suspend Services for non-payment.
Monthly fees exclude domain fees, premium licences, advertising spend and third-party costs unless specified.
13. Limitation of Liability
13.1 Indirect Loss
We shall not be liable for any indirect or consequential losses including loss of profit, revenue, business opportunity, goodwill or data.
13.2 Financial Cap
Our total aggregate liability shall not exceed the total fees paid by you in the 12 months preceding the claim.
13.3 Third-Party Failures
We are not liable for failures caused by third-party systems or platforms.
13.4 Non-Excludable Liability
Nothing limits liability for death, personal injury or fraud.
14. Termination
Either party may terminate with 30 days’ written notice unless otherwise agreed.
All outstanding fees become payable immediately upon termination.
15. Confidentiality
Both parties agree to keep confidential information private.
16. Force Majeure
We are not liable for failure caused by events beyond our reasonable control including platform outages, cyber incidents or third-party failures.
17. Governing Law
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Last Updated: [INSERT DATE]