Terms of Business

We provide the Services described in your proposal or engagement letter. Anything outside that described scope — additional pages, new features, extended support, integrations not originally specified — is treated as a change request and may attract additional fees and a revised timeline.

Where we provide Managed Presence or other retainer Services, the engagement runs on a rolling basis. We commit to an initial six-month period during which the partnership beds in; after that period, either party may end the engagement on thirty days’ written notice. We treat retainers as partnerships, not fixed contracts, and review them collaboratively at six-month intervals.

We perform the Services with reasonable skill and care, using suitably qualified personnel. We do not, however, warrant or guarantee:

Accessibility. We design and build with reasonable endeavours toward WCAG 2.1 AA conformance unless otherwise agreed in writing. Full accessibility is a continuous process — it depends on content you publish after handover, third-party plugins and integrations, ongoing testing, and the assistive technology landscape, which changes. We cannot guarantee absolute or perpetual accessibility conformance, and we are not liable for accessibility issues arising from content you publish, third-party tools, or post-launch changes outside our control.

Search engine optimisation. Where SEO forms part of the Services, our work consists of technical optimisation, content guidance, and ongoing iteration based on industry best practice at the time. Search engine algorithms, competitive landscapes, and external factors are outside our control. We do not guarantee any specific ranking, traffic, or visibility outcome.

For us to deliver the Services well, you will:

Delays caused by you, by your other suppliers, or by third parties acting on your behalf may extend timelines and may attract additional fees where they cause us to incur additional work, repeat work already done, or hold project resources beyond the scheduled period.

Fees are as set out in your proposal or engagement letter. Alpha360 is not currently registered for VAT, so no VAT is added to Fees. If we become VAT-registered during the Engagement, VAT will be added to invoices issued after that point at the prevailing rate.

Project Fees are invoiced as agreed in your proposal — typically a deposit on commencement and the balance on completion, with milestone payments for longer projects.

Retainer Fees are invoiced monthly in advance. Retainer work for a given month is conditional on the month’s invoice being paid.

Invoices are payable within fourteen (14) days of issue unless otherwise agreed in writing.

We reserve the right to charge statutory interest and reasonable recovery costs on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend Services until overdue amounts are paid in full.

Third Party Services. Hosting, domains, paid plugins, software licences, stock assets, and similar third-party costs may be billed to you directly by the provider, or passed through by us at cost plus a reasonable handling charge. Where we hold these on your behalf, you remain responsible for the underlying contract, renewal, and any price changes the third party makes.

On payment in full of all Fees due, you receive a perpetual, worldwide, non-exclusive licence to use the Deliverables for your business purposes.

We retain ownership of:

Third-party assets. Fonts, stock images, plugins, themes, and similar third-party assets are licensed to you on the terms of the relevant licensor, not by us. You are responsible for compliance with those licence terms, including any ongoing or renewal fees.

We may reference our work for you in our portfolio, on our website, in case studies, and in marketing materials unless you ask us in writing not to. We will not disclose commercially sensitive information without your consent.

Many Services depend on Third Party Services. Those services are provided to you by the relevant third party on their own terms. We are not responsible for:

We will use reasonable endeavours to recommend Third Party Services that are appropriate at the time of recommendation. Once selected, the commercial relationship and risk allocation are between you and the relevant provider. You acknowledge that recommendations are not warranties.

Each party will keep the other’s confidential information confidential and use it only for the purposes of the Engagement. This obligation survives termination.

Data protection. Where we process personal data on your behalf in the course of providing the Services, we do so as a processor under UK GDPR and you act as controller. Standard data processing terms apply and are available on request, or as separately agreed in writing.

You are responsible, as data controller, for:

We warrant that we will perform the Services with reasonable skill and care.

Except as expressly set out in these terms, all warranties, conditions, representations, and other terms — whether implied by statute, common law, custom, or otherwise — are excluded to the fullest extent permitted by law.

Nothing in these terms limits or excludes our liability for:

Subject to clause 10.1, our total aggregate liability to you arising out of or in connection with the Engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the total Fees you have actually paid to us in the twelve (12) months immediately preceding the event giving rise to the claim. For Engagements lasting less than twelve months at the date of the claim, the cap is the total Fees paid since the Engagement began.

Subject to clause 10.1, we are not liable to you, whether directly or indirectly, for:

You acknowledge that:

Your own insurance. You should maintain appropriate insurance for your business, including (as applicable) cyber, professional indemnity, business interruption, and public liability cover. This contract is not a substitute for that cover, and the limits in this clause 10 will apply regardless of whether you have insurance in place.

Either party may terminate the Engagement immediately by written notice to the other if the other party:

For retainer Engagements, after the initial six-month period either party may terminate on thirty (30) days’ written notice for any reason or no reason. Retainer Fees remain payable for the notice period.

On termination:

Entire agreement. These terms, together with your proposal or engagement letter, constitute the entire agreement between us and supersede any prior agreements, representations, or understandings — except for fraudulent misrepresentation, which is not excluded.

Variation. No variation of these terms or the Engagement is effective unless agreed in writing (including by email) by both parties.

Assignment. Neither party may assign or transfer its rights or obligations without the other’s written consent, except that we may assign to a successor in any restructure, merger, or business sale on prior written notice to you.

Notices. Notices under these terms must be in writing and may be sent by email to the addresses set out in your proposal or engagement letter, or to such other addresses as the parties notify each other of from time to time. Email notices are deemed delivered on the next working day after sending.

Waiver. Failure or delay in enforcing any provision of these terms is not a waiver of that provision or any other.

Severance. If any provision of these terms is held to be invalid or unenforceable, the remainder continues in full force.

Third party rights. No third party has rights under these terms or the Contracts (Rights of Third Parties) Act 1999.

Governing law and jurisdiction. These terms and the Engagement are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with them.