These terms apply to business services supplied by Banbridge Website Studio Limited, registered in Northern Ireland under company number NI667883, with its registered office at 50 Commercial Road, Banbridge, BT32 3ES. Our VAT registration number is GB 458980142. In these terms, “we”, “us” and “BWS” mean Banbridge Website Studio Limited, and “you” and “Client” mean the person or organisation purchasing our services for business purposes.
Our services may include website design and development, branding, content, e-commerce, hosting, maintenance, domain management, integrations and optimisation, as specified in your accepted proposal or service agreement. These are business-to-business terms. If you are purchasing mainly for personal purposes, tell us before ordering so that appropriate consumer terms can be supplied. Nothing in these terms removes any statutory right that cannot lawfully be excluded.
1. Contract formation and acceptance
We will provide these terms, or a link to this dated version, before you accept our proposal. A contract is formed when you accept the proposal through our proposal system, confirm acceptance in writing, or pay the initial invoice after receiving the proposal and these terms. The person accepting confirms that they are authorised to act for the Client.
The contract comprises the accepted proposal, any expressly agreed project-specific conditions, these terms and any applicable service or data-processing schedule. If there is a conflict, expressly agreed project-specific conditions take priority, followed by the accepted proposal, the relevant service schedule and these terms. A data-processing schedule takes priority on personal-data matters. Changes must be agreed in writing by authorised representatives.
Publishing a new version on our website does not retrospectively change an existing contract. Changes for an existing service require agreement, including through an expressly accepted renewal arrangement.
2. Quotations and scope of services
Unless stated otherwise, quotations are valid for 30 days. Prices exclude VAT, which will be added at the applicable rate. Work is limited to the deliverables and services expressly included in the accepted proposal.
The proposal will identify, where relevant, page and product quantities, functionality, integrations, content preparation, design work, training and support. Copywriting, photography, product uploads, data migration, custom integrations, accessibility audits, legal advice and ongoing marketing are included only where expressly stated. Examples or discussions do not add deliverables unless incorporated into the agreed scope.
Additional work will be quoted or charged at a rate agreed in writing before it begins. We will explain any resulting change to the delivery schedule. Correcting our failure to meet the agreed specification is not a chargeable scope change.
3. Payment stages and invoice deadlines
Project payment stages vary and are set out in the accepted proposal. We will not begin work until the agreed initial payment has cleared. A deposit invoice is payable within 30 days of issue, but your start date and reserved project slot remain subject to receipt of that payment and our availability.
Unless a different deadline is expressly agreed in writing, all invoices are due 30 calendar days after issue. Project stage invoices are issued when the relevant agreed milestone is reached. Payment for completed milestones is not dependent on you choosing a public launch date.
Subject to the invoice due dates, public launch and release of bespoke deliverables are conditional on receipt of all payments due for that project. A payment or finance arrangement changes this only where expressly agreed. Recurring services may also require advance payment as specified in their service agreement.
Payment may be made using the methods shown on the invoice. If you dispute an invoice, notify us promptly with the reasons and pay any undisputed amount by its due date. We will investigate the disputed amount in good faith.
4. Late payment and recovery costs
For qualifying overdue business debts, we reserve the right to claim statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, at eight percentage points above the applicable Bank of England reference rate, together with statutory fixed compensation and additional reasonable recovery costs to the extent permitted by law. These are statutory remedies, not a separate contractual monthly penalty.
We may pause affected work or suspend affected services under clause 18 where payment remains overdue. Pausing or suspension does not cancel amounts properly due.
5. Client responsibilities
You must nominate one authorised primary contact and provide accurate information, content, credentials, approvals and feedback by the agreed dates. Feedback should be consolidated so that instructions from different members of your team do not conflict.
You are responsible for checking and approving your business details, prices, product information, claims, delivery arrangements, policies and other content. You must obtain appropriate professional advice on your business's legal, tax, regulatory and sector-specific requirements. Our work must still meet any compliance or accessibility requirements expressly included in the agreed specification.
You must hold the rights and permissions needed for material you supply, including text, images, logos, video, fonts and personal data. Supply content electronically in suitable formats. Tell us before supplying particularly sensitive information or data that requires additional security measures.
6. Timelines and client delays
Timelines depend on timely payment, content, access and feedback, and on any dependencies identified in the proposal. Unless expressly agreed as a binding deadline, delivery dates are estimates. We will notify you of material delays and agree revised arrangements where possible.
If required input is outstanding, we will issue a written reminder identifying what is needed. If it remains outstanding for 14 calendar days after that reminder, we may pause the affected work and release the reserved project slot. Resumption is subject to availability and a revised schedule.
Any restart charge must reflect reasonable additional work caused by the delay and be explained and agreed before resumption. We do not apply an automatic percentage surcharge. Completed milestones remain payable under the agreed payment schedule.
If a project remains inactive because of missing Client input for 60 consecutive days, we may give 14 calendar days' written notice to provide that input or agree a restart plan. If neither happens, we may terminate the affected project and calculate the settlement under clause 19.
7. Design revisions and additional changes
Unless the proposal says otherwise, the project includes two rounds of consolidated design revisions within the agreed brief. A round means one collated set of feedback followed by our corresponding amendments.
New concepts, changes to the brief, extra rounds, additional functionality or substantial changes to approved work are outside that allowance. We will agree the cost and timetable before carrying them out. Corrections needed to meet the agreed specification do not count against your revision allowance.
8. Review, testing and approval
We will provide reasonable opportunities to review the work and will notify you in writing when a deliverable is ready for acceptance. You have 10 working days from that notice to approve it or provide a consolidated written list of material departures from the agreed specification.
If you do not respond within that period, we will send a further reminder allowing five working days. If you still do not respond, the deliverable may be treated as accepted for project progression and milestone invoicing. A request outside the agreed scope does not prevent acceptance of work that meets the specification.
Acceptance does not waive claims for defects that could not reasonably have been identified during review or rights that cannot lawfully be excluded. We will obtain written launch approval before publishing a new website, unless publication has otherwise been expressly authorised.
9. Post-launch defect support
For 30 calendar days after launch or agreed handover, we will provide included support to investigate and correct reproducible defects in our delivered work that depart from the agreed specification. Please report them promptly with sufficient detail to reproduce the issue.
This support does not include new features, content changes, training beyond the agreed allowance or work required solely because of subsequent Client edits, third-party alterations or provider changes. Such work will be quoted separately where appropriate. The 30-day support period does not extinguish otherwise valid contractual claims or statutory rights.
10. Hosting and recurring service periods
Unless your service agreement states otherwise, hosting is supplied for an initial 12-month period and automatically renews for successive 12-month periods until cancelled in accordance with clause 11. The commencement date, renewal date, annual price and included services will be confirmed in writing. Other recurring services follow the period and renewal arrangement specified in their agreement.
We issue annual hosting renewal invoices approximately 30 days before the renewal date, with payment due 30 days after issue. We will also send a separate written renewal reminder at least 45 days before renewal, stating the renewal date, price and cancellation deadline. Any proposed price increase will be included in that reminder. If a price increase is notified too late to allow the full cancellation period, you may reject it and cancel before it takes effect.
Hosting, maintenance, email, domains and third-party subscriptions are separate services unless expressly bundled. Cancelling one does not automatically cancel the others. The cancellation notice should identify every service you wish to end.
11. Written cancellation and late renewal costs
To cancel hosting or prevent its automatic renewal, you must send written notice to [email protected] at least 30 calendar days before the renewal date, unless a different notice period is expressly agreed. Include your business name, website or domain and the services to be cancelled.
Telephone conversations, social media messages, non-use of the website, moving a website elsewhere, cancelling a direct debit or leaving an invoice unpaid do not constitute cancellation. Notice takes effect when received at the stated email address. We will acknowledge receipt within three working days; acknowledgement is evidence of receipt, not a condition of valid notice. Please follow up if you have not received it.
If notice is received on time, hosting ends at the close of the current paid service period unless another date is agreed. If notice is late, the service renews for the next agreed annual period and the renewal invoice remains payable. We will consider an earlier release in good faith where avoidable charges can be saved. This annual renewal rule applies only where that arrangement and the cancellation deadline were disclosed and agreed before the renewal.
If your late cancellation causes us to incur unavoidable, non-refundable hosting, domain, licence or other supplier renewal charges on your behalf, you must pay those properly incurred charges and any outstanding amounts already due. We will provide an explanation of such costs on request and take reasonable steps to avoid or reduce them. Costs already included in an annual renewal invoice will not be charged again; any supplier refunds or credits attributable to the cancelled service will be credited to you.
Where an early release is agreed, the settlement will account for services already supplied and unavoidable commitments, without double recovery. Cancellation does not remove liability for work completed, services supplied or other amounts properly due before cancellation. This clause does not prevent termination for our material breach under clause 19.
12. Maintenance and ongoing support
Where you purchase our maintenance service, it covers routine updates to supported website software, including core, theme and plugin updates and security patching, within the platform and package agreed with you. We will use reasonable care when assessing and applying updates; an update may be deferred where it presents a known compatibility risk while we discuss an appropriate solution.
Maintenance does not automatically include content editing, product uploads, redesigns, new features, custom development, major version migrations or replacement of discontinued software. Any included editing allowance must be stated in your package. Unless agreed otherwise, allowances expire at the end of their stated period and do not carry forward.
Support hours, response targets, backup arrangements and any additional allowances will be stated in your service schedule before the service begins. A response target is not a guaranteed resolution time unless expressly agreed. Extra work requires approval of its price or rate.
13. Hosting availability, security and backups
We will exercise reasonable skill and care in providing managed services, but uninterrupted availability and immunity from security incidents cannot be guaranteed. Planned maintenance and necessary emergency security work may temporarily affect availability. We will give advance notice of planned interruptions where reasonably practicable.
Your service schedule will identify included backups, their frequency and retention period, and restoration arrangements. Backups should not be treated as permanent archives. You should retain original business materials and any independent records needed for your operations.
You must keep credentials secure, use strong passwords and enable multi-factor authentication where available. Report suspected compromise promptly and do not install unsupported software without discussing its impact with us. Incident recovery outside the package may be chargeable if agreed, but we will not charge you to remedy our own breach of the contract.
14. Third-party software and services
Websites may rely on third-party or open-source themes, plugins, platforms, payment gateways, email services and integrations. Their availability and permitted use are subject to the relevant provider's terms and licences. Your proposal or service schedule will identify material paid dependencies and whether you or we arrange payment.
Provider changes, discontinued products, external outages and new subscription requirements may require additional work. We will explain the options and seek approval of additional charges. We remain responsible for exercising reasonable skill and care in our own selection, configuration and agreed integration work.
Agency-funded licences are available only while the relevant service or licence arrangement with us remains active. When you move to another provider or end that arrangement, we will cease funding those licences at the agreed service end date. You or your new provider must obtain replacement licences where needed for updates, support or continued functionality. We will identify known dependencies during handover and will not deliberately damage your website or remove your own paid licences.
15. Domain names and business accounts
Where we register a domain on your behalf, it will be registered for your benefit with appropriate registrant details. You must supply accurate contact information and pay agreed renewal charges in time. Registration, renewal and transfer remain subject to registry and registrar rules.
We will notify you of renewal dates for domains we manage. Unless automatic renewal is expressly agreed, renewal is subject to your instruction and payment in sufficient time. We are not responsible for loss caused by your late payment or instructions, but remain responsible for our own failure to carry out an agreed instruction with reasonable care.
Client-specific platform, payment and social media accounts should be owned by the Client wherever practical. You must arrange the necessary access and verification. Domain cancellation must be expressly identified because expiry can permanently affect your website and email.
16. Ownership and intellectual property
You retain ownership of materials you supply and grant us permission to use them as needed to deliver the services. You warrant that this use does not infringe another person's rights.
Subject to payment of all outstanding sums properly due for the relevant project and any agreed settlement, we assign to you the copyright we own in the bespoke finished design, branding and other bespoke deliverables identified in the proposal. We will provide written confirmation of that assignment where needed. We will secure appropriate rights from our subcontractors to fulfil this commitment.
This assignment excludes our pre-existing materials, reusable tools, methods and generic components, and third-party or open-source materials. For our retained materials embedded in the paid deliverables, we grant you a perpetual, non-exclusive licence to use and modify them as part of those deliverables. Third-party materials remain subject to their own licences.
The proposal will state whether working design files, source files and unused concepts are included. Once rights have transferred, later unpaid hosting invoices do not reverse that transfer. Ownership of your existing materials, domains and personal data is not conditional on project payment.
17. Handover and migration
On completion or an agreed service end, we will cooperate reasonably with you or your authorised new provider. Standard handover includes available Client-specific administrator access, domain transfer information and an export or backup of the paid website in an ordinarily supported format, subject to applicable licence and data-protection requirements.
Substantial migration labour, server configuration, conversion, troubleshooting, external liaison or work beyond standard handover is chargeable at a price or rate approved before work begins. Our shared agency accounts, credentials and non-transferable licences are not included.
You must arrange replacement hosting, email and licences before the service ends. We will explain known effects of cancellation and coordinate a reasonable transfer timetable. We will not withhold Client personal data contrary to law or use unrelated disputed debts to prevent the transfer of a Client-owned domain.
18. Suspension and data retention
If payment is overdue, we may give written notice identifying the unpaid amount, affected services and a deadline of at least seven calendar days to remedy the default. If it remains unpaid, we may pause or suspend the affected services proportionately. We will investigate genuine disputes in good faith and consider their circumstances before suspension.
We may suspend immediately where reasonably necessary to address a serious security threat, unlawful activity or a legal requirement, notifying you as soon as reasonably practicable. Where feasible, suspension will be limited to the affected component.
Before a normal service termination, we will give you a reasonable opportunity to export your data. Unless another lawful arrangement or data-processing schedule applies, website files retained after termination will be held for 30 calendar days before deletion. We will give advance written notice of the deletion date. After that period, recovery is not guaranteed. Personal data will be returned or deleted in accordance with the applicable data-processing agreement and law; residual backups will expire under the documented retention schedule.
Restoration after suspension is subject to remedying the cause and technical feasibility. Any charge must reflect reasonable additional work, be disclosed and approved, and must not apply to suspension caused by our error. Suspension does not itself cancel the contract or restart the service period.
19. Project cancellation and termination for breach
You may cancel a project by written notice to [email protected]. We will calculate a fair settlement for work actually completed, using agreed milestone values or an agreed rate, and unavoidable third-party commitments authorised for the project. We will deduct payments received and credit refunds or costs avoided. Deposits are advance payments, not automatically forfeited cancellation penalties. Any balance payable or refundable will be settled within 30 days of the settlement invoice or statement.
Either party may terminate the affected contract for a material breach if the other party fails to remedy it within 14 calendar days of written notice identifying the breach, or immediately where it cannot reasonably be remedied. A party may also terminate where continuing performance would be unlawful. Hosting cancellation without breach follows clause 11.
If termination results from our breach, you will not be charged for unsupplied services or commitments caused by that breach. Any remedies otherwise available are preserved subject to the lawful limitations in clause 25. Termination does not affect rights and obligations already accrued.
20. Search optimisation and commercial results
We do not guarantee a particular number of enquiries, sales, visitors, search rankings or appearances in AI-generated answers. Commercial results depend on factors including demand, competition, your offering, ongoing marketing and external platforms.
Initial SEO or other optimisation is limited to the deliverables specified in the proposal. Ongoing SEO, GEO, advertising and content campaigns require a separate agreement. We remain responsible for performing agreed services with reasonable skill and care; this clause does not override an expressly agreed deliverable.
21. Browsers, devices and accessibility
We test against the agreed browser and device requirements, or otherwise the current commonly used versions of Chrome, Safari, Edge and Firefox at the time of delivery, on representative desktop and mobile devices. Support for obsolete browsers or unusual configurations must be agreed separately.
Later platform or browser changes may require additional maintenance or development. Any specific accessibility standard, audit or certification must be identified in the proposal. This does not excuse a failure to meet requirements that we expressly agreed or obligations imposed on us by law.
22. Client and third-party alterations
Alterations by you or another provider may affect security, compatibility and functionality. We are not responsible for problems to the extent caused by those alterations rather than our own work. Investigation and repair outside the agreed package may be chargeable following approval. Please retain a change record and discuss major alterations with us while we maintain the site.
23. Confidentiality and data protection
Both parties will keep confidential information received from the other secure and use it only for the contract. Disclosure is permitted to personnel, professional advisers and approved suppliers who need access and are subject to appropriate confidentiality duties, or where legally required. This obligation does not cover information already lawfully public or independently obtained without a duty of confidence.
Each party must comply with applicable data-protection law. Our role depends on the activity: we act as a controller for our own business administration, and may act as a processor where we handle personal data on your behalf.
Before processing on your behalf begins, we will agree a separate data-processing schedule containing the required Article 28 terms and the specific processing details. It will cover documented instructions, confidentiality, security, subprocessors and international transfers, assistance with rights and compliance, breach notification, audits and return or deletion of data. These general terms do not replace that schedule.
You must provide lawful instructions and appropriate privacy information for your own processing. Our statutory obligations and responsibility for our own conduct remain unaffected. Charges for optional assistance must be agreed and cannot excuse compliance with a legal duty.
24. Portfolio and design credit
Unless confidentiality restrictions or another written arrangement apply, we may show publicly launched work in our portfolio and identify you as a client. We will not publish confidential data, private areas or work that has not been released publicly without permission.
Any website design credit and any price for omitting it must be agreed in the proposal. We do not impose an automatic percentage removal charge after completion.
25. Liability
Nothing in the contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.
Subject to that provision and to the extent permitted by law, our total aggregate liability arising from the contract, whether in contract, tort including negligence or otherwise, is limited: for a one-off project, to the total fees paid or payable for that project; and for recurring services, to the fees paid or payable for the affected recurring services during the 12 months immediately before the event giving rise to the claim. Connected events will be treated as one event. The cap applies to the aggregate of claims, not separately to each claim.
Subject to the same qualifications, we are not liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings or business opportunity, whether direct or indirect. This does not exclude reasonable direct costs of restoring data or remedying a defect caused by our breach, which remain subject to the applicable cap.
Each party must take reasonable steps to reduce its losses. These limitations apply only insofar as they satisfy applicable legal requirements, including reasonableness where required. They do not relieve us of our obligation to exercise reasonable skill and care.
26. Client-supplied material and third-party claims
You will indemnify us against reasonable losses and costs arising from a third-party claim that material you supplied and instructed us to use infringes that party's intellectual property rights, or that your unlawful instructions caused the claim. This applies only to the extent the claim results from your breach and not our own wrongful conduct.
We must notify you promptly of the claim, take reasonable steps to mitigate loss, provide reasonable cooperation and allow you reasonable involvement in its defence. Neither party may agree a settlement imposing obligations on the other without that party's consent, which must not be unreasonably withheld.
27. Events outside reasonable control
Neither party is responsible for delay or failure to perform to the extent caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome. The affected party must notify the other promptly, mitigate the effect and resume performance as soon as reasonably practicable. An ordinary staffing shortage or avoidable supplier problem does not automatically qualify.
If the event prevents material performance for more than 30 consecutive days, either party may end the affected service by written notice. Payment remains due for services already supplied, and prepaid fees for unsupplied services will be refunded after accounting for authorised unavoidable commitments. Amounts already due are not excused by this clause.
28. Subcontracting
We may use suitably qualified subcontractors to deliver services and remain responsible for their work under the contract. Access to confidential information and personal data will be limited and subject to appropriate obligations. Subprocessors are governed by the separate data-processing schedule.
29. Notices, complaints and disputes
Send contractual notices, cancellations and complaints to [email protected], or by post to our registered office. Hosting cancellation must use the email procedure in clause 11. We will send notices to the email address you nominate; you must keep it current. A failed or bounced email is not treated as received.
For a complaint, explain the issue and the outcome sought. We will acknowledge it within five working days and aim to provide a substantive response within 14 working days, or explain when a response will be available. Both parties will try to resolve disputes through discussion and may agree mediation. This does not prevent urgent court relief or lawful debt recovery.
30. General provisions and governing law
The contract records the parties' agreement on its subject matter and replaces earlier discussions only to that extent. Nothing excludes liability for fraud or removes an expressly agreed promise. Failure to enforce a provision immediately is not a waiver. If a provision is invalid or unenforceable, the remainder continues to apply so far as legally possible.
Neither party may assign the contract without the other's written consent, not to be unreasonably withheld. Subcontracting under clause 28 is not an assignment. No third party is intended to have a right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
The contract is governed by the law of Northern Ireland. Subject to any mandatory jurisdiction rules, the courts of Northern Ireland have exclusive jurisdiction over disputes arising from it. “Working days” means Monday to Friday excluding public holidays in Northern Ireland; other references to days mean calendar days.
