Terms &
conditions.

The following terms and conditions apply to all services provided by Element Seven Digital Limited to the Client.

Scope and definitions. In these terms, "the Services" means any work carried out by Element Seven Digital Limited for the Client, including website design and development, web applications and bespoke software, mobile applications, e-commerce, booking systems, hosting arrangements, maintenance and support, design, search engine optimisation, social media, artificial intelligence services, and consultancy and audits. "Deliverables" means the material produced for the Client under the Services. Clauses 1 to 23 apply to all Services. Clauses 24 to 41 include provisions which apply to particular Services, and apply only where those Services are provided. Where a signed contract, statement of work or data processing agreement is in place between the parties, that document takes precedence over these terms to the extent of any conflict.

1. Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

2. Charges

Charges for the Services are defined in the project quotation that the Client receives via email. Quotations and order forms are valid for a period of 30 days. Element Seven Digital Limited reserves the right to alter or decline to provide a quotation after expiry of the 30 days. All charges are exclusive of VAT, which will be added at the prevailing rate where applicable.

Unless agreed otherwise in the quotation, the following payment structures apply:

• Project work requires an advance payment of a minimum of fifty (50) percent of the project quotation total before the project begins. A second charge of twenty five (25) percent is required after the design stage and before the development stage begins, with the remaining twenty five (25) percent due upon completion of the development and testing stage. The final payment must be made prior to upload to the server, release of any materials, or submission to an app store.
• Fixed-price work quoted as a single sum is invoiced in accordance with the payment schedule set out in the quotation.
• Ongoing Services such as maintenance, support, hosting, social media and retainers are invoiced monthly or annually in advance, as set out in clause 25.
• Consultancy, audits and time-based work are invoiced at the rate stated in the quotation, monthly in arrears unless otherwise agreed.
• Additional work outside an agreed scope is quoted separately and, where the Client instructs it to proceed, invoiced at the rate stated in the quotation or at our then-current hourly rate.

These payment terms are negotiable; if different terms are otherwise agreed, they will be confirmed by email.

Payment for Services is due by bank transfer. Bank details will be made available on invoices. Where Element Seven Digital Limited agrees to accept payment by another method, the Client assumes the cost of any associated processing fees charged by that provider.

To protect the working practices of Element Seven Digital Limited, we retain the Intellectual Property rights in all source design files and code files unless agreed otherwise in writing. This does not affect the Client's right to use the Deliverables for the purposes for which they were commissioned. Where the Client wishes to acquire the source files and the underlying rights, this is available as a separate buy-out and will be quoted on request, taking account of the value of the work to our business, the reuse we would otherwise make of it, and the cost of replacing it. A buy-out is not available where the Client's account is in default.

3. Client Review

Element Seven Digital Limited will provide the Client with an opportunity to review the appearance and content of the Deliverables during the course of the work and once the work is completed. At the completion of the project, the Deliverables will be deemed to be accepted and approved unless the Client notifies Element Seven Digital Limited otherwise within ten (10) days of the date they are made available to the Client. Element Seven Digital Limited may offer a limited number of revisions; once a stage is signed off we will proceed to the next stage of the project and cannot make further changes to that stage without a separate quotation.

Where the Deliverable is a report, audit, roadmap or other written recommendation, it is deemed accepted on delivery, and the review period above applies to factual accuracy and to matters of scope rather than to whether the Client agrees with the conclusions reached.

4. Turnaround Time and Content Control

Element Seven Digital Limited will install and publicly post or supply the Client's website by the date specified in the project proposal, or at date agreed with Client upon Element Seven Digital Limited receiving initial payment, unless a delay is specifically requested by the Client and agreed by Element Seven Digital Limited. In return, the Client agrees to delegate a single individual as a primary contact to aid Element Seven Digital Limited with progressing the commission in a satisfactory and expedient manner.
During the project, Element Seven Digital Limited will require the Client to provide website content; text, images, video and sound files. Delays to the project due to the client not providing these materials when they are needed are not the responsibility of Element Seven Digital Limited.

5. Failure to provide required website content:

To remain efficient Element Seven Digital Limited must ensure that work we have scheduled is completed in a timely manor. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.
This is why we ask that you provide all the required content and information by any agreed upon deadlines. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%. If your project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.
NOTE: Text content should be delivered using the assigned collaborative project folder or via email, document formats should be Microsoft Word (or similar) with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this. Using our content management system you are able to keep your content up to date your self.

6. Payment

Invoices will be provided by Element Seven Digital Limited upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed and we will invoke our right to exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7. Additional Expenses

Client agrees to reimburse Element Seven Digital Limited for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.

8. Browsers, Devices and Operating Systems

Element Seven Digital Limited makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Microsoft Edge, Google Chrome, Safari). Client agrees that Element Seven Digital Limited cannot guarantee correct functionality with all browser software across different operating systems, nor on browsers, devices or operating system versions which are no longer supported by their manufacturer.

Mobile applications are built to support the operating system versions specified in the project quotation. Where no versions are specified, they are built to support the current release of iOS and Android and the release immediately preceding it, as at the date of the quotation.

Element Seven Digital Limited cannot accept responsibility for websites, applications or other Deliverables which cease to display or function acceptably following the release of new versions of browsers, operating systems, devices or third-party platforms after the work has been handed over to the Client. As such, Element Seven Digital Limited reserves the right to quote for any work involved in changing the Deliverables so they work with updated software. Where the Client holds an ongoing maintenance agreement under clause 25, such work will be handled in accordance with that agreement.

9. Default

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. Where an account is in default, Element Seven Digital Limited may, at its discretion and on giving the Client not less than seven (7) days' written notice: suspend the Services in whole or in part; suspend or withhold support; suspend access to any system, environment or account operated by Element Seven Digital Limited on the Client's behalf; withhold the release of Deliverables not yet handed over; and remove Client material from any web space operated by Element Seven Digital Limited.

Element Seven Digital Limited is not responsible for any loss of data or loss of service incurred due to suspension or removal under this clause. Suspension or removal does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account, and charges continue to accrue during any period of suspension.

Payments returned or reversed by the Client's bank will be assessed a charge of £50 and the Client's account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Element Seven Digital Limited reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Element Seven Digital Limited in enforcing these Terms and Conditions.

10. Termination

Termination of Services by the Client must be requested in a written notice and will be effective on receipt of such notice, subject to any notice period applying to Ongoing Services under clause 25. Telephone requests for termination will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation, together with any costs and third-party commitments reasonably incurred by Element Seven Digital Limited before that date which cannot be cancelled, for payment in full within thirty (30) days.

Element Seven Digital Limited may terminate the Services with immediate effect on written notice if the Client's account is in default and remains so twenty-eight (28) days after notice of default; if the Client is in material breach of these terms and, where the breach is capable of remedy, has not remedied it within twenty-eight (28) days of written notice; if the Client becomes insolvent, enters administration or liquidation, or ceases to trade; or if continuing to provide the Services would in our reasonable opinion breach any law or regulation, or require an authorisation we do not hold.

On termination for any reason, sums already paid are non-refundable except where the work has not been carried out, and clauses 11, 12, 21, 22, 32, 33 and 38 survive termination.

11. Indemnity

All Element Seven Digital Limited services may be used for lawful purposes only. You agree to indemnify and hold Element Seven Digital Limited harmless from any claims resulting from your use of our service that damages you or any other party.

12. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Element Seven Digital Limited the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Element Seven Digital Limited permission and rights for use of the same and agrees to indemnify and hold harmless Element Seven Digital Limited from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Element Seven Digital Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

13. Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in an editable electronic format, and that all photographs, graphics, video and audio will be provided electronically in a common, unencrypted file format at a resolution and quality suitable for the intended use. Element Seven Digital Limited may quote separately for work required to convert, retouch, re-record, transcribe or otherwise prepare material supplied in an unsuitable format. Although every reasonable attempt shall be made by Element Seven Digital Limited to return to the Client any physical material provided for use in the work, such return cannot be guaranteed.

14. Design Credit, Portfolio and Performance Data

14.1 Design credit. A link to Element Seven Digital Limited will appear in small type at the bottom of the Client's website. This is standard practice and is important to ensure future work for our company. If a client requests that the design credit be removed, a nominal fee of 20% of the total project cost will be applied. When total project cost is less than £5000, a fixed fee of £1000 will be applied.

14.2 Portfolio. The Client agrees that the work produced for the Client may be presented in Element Seven Digital Limited's portfolio, case studies, proposals, tender submissions and marketing material, including on our website and social media channels. This may include screenshots, video, and a description of the work and the Client's brief.

14.3 Performance data. The Client agrees that Element Seven Digital Limited may compile and publish statistics describing the performance and results of the work. Those statistics may be drawn from any source relevant to the work, including Google Search Console, Google Analytics or an equivalent analytics platform, app store and developer console reporting, hosting and server metrics, e-commerce, booking or CRM platform reporting, and the application's own database. Where we hold access to those accounts we may use it for this purpose; where access has ended, we may continue to publish statistics compiled while we held it.

14.4 Accuracy. Statistics published under clause 14.3 will be drawn from the underlying source and presented accurately, including the period they relate to and the basis of any comparison. We may round figures, express them as percentages or index them to a baseline rather than publishing absolute values.

14.5 Commercially sensitive figures. If the Client tells us that particular figures are commercially sensitive, we will not publish those figures. We may still publish relative measures derived from them, such as a percentage change, unless the Client tells us otherwise. The Client should tell us of any restriction arising from its own procurement rules, funding conditions or obligations to a third party as early as possible.

14.6 No personal data. Statistics published under this clause will be aggregated and will not identify any individual.

14.7 Withdrawal. The Client may at any time ask us in writing to remove or amend any material published under clauses 14.2 to 14.4, or to replace a figure with a different one. We will comply within thirty (30) days across the material we control. We cannot recall printed material already distributed, retrieve material already published by a third party, or control search engine caches and web archives, and we are not liable for continued availability of that kind.

14.8 Nothing in this clause requires the Client to give us access to any account, and nothing in it permits us to publish the Client's confidential information other than as set out above.

15. Access Requirements

If the Client's website is to be installed on a third-party server, Element Seven Digital Limited must be granted temporary read/write access to the Client's storage directories which must be accessible via FTP or other relevant means. Depending on the specific nature of the project, other resources might also need to be configured on the server.

16. Post-Placement Alterations

Element Seven Digital Limited cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

17. Domain Names

Element Seven Digital Limited may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Element Seven Digital Limited. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

18. General

The Client's signature, payment of an advance fee, or payment online constitutes agreement to and acceptance of these Terms and Conditions. The effect of these terms on previous representations, understandings and agreements is set out in clause 41.

19. Social Media Management

Social Media Marketing and Management is defined as helping a client to promote their products or services through social media channels. Element Seven will honour the components of your chosen social media package, providing an agreement to a minimum 3 months contract is served and monthly payments are received in advance. In the event that payment is not received on time, we regret that further work will be halted until this is rectified. Social media packages are Ongoing Services and clause 25 applies to them. The Client remains the owner of its social media accounts and is responsible for compliance with the terms of each platform; clause 29 applies to any performance figures discussed.

20. Governing Law

These conditions and all agreements shall be governed and construed in accordance with the Laws of Northern Ireland.

21. Liability

21.1 Liability which cannot be excluded. Nothing in these terms excludes or limits the liability of Element Seven Digital Limited for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited. Every other provision of these terms is subject to this clause.

21.2 Loss we are not liable for. Subject to clause 21.1, Element Seven Digital Limited, its employees and its agents are not liable to the Client for:

• loss of profit, revenue, business, contracts, anticipated savings or goodwill;
• loss of, or damage to, data, and the cost of restoring it, save where a backup obligation has been expressly agreed in writing and has not been met;
• loss or damage caused by any inaccuracy or omission in material supplied by the Client, or by the Client's failure to review Deliverables under clause 3;
• loss or damage caused by delay, where the delay arises from the Client's acts or omissions or from a cause outside our reasonable control;
• loss or damage to the Client's artwork, photographs or physical material supplied for use in the work;
• loss arising from the acts, omissions, pricing, availability, security or terms of any third-party platform, service or provider;
• any indirect or consequential loss, however arising.

21.3 Cap on liability. Subject to clause 21.1, the entire liability of Element Seven Digital Limited to the Client in respect of any claim whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the total charges paid by the Client to Element Seven Digital Limited under the engagement giving rise to the claim in the twelve (12) months immediately preceding the date the claim arose.

21.4 Allocation of risk. The Client acknowledges that the charges for the Services have been set on the basis of the allocation of risk in this clause, that the Client is able to insure against the losses excluded by it, and that the limits are reasonable in the circumstances. Where the Client requires a higher limit of liability, this must be requested in writing before the work is quoted and may be reflected in the price.

21.5 Time limit for claims. Element Seven Digital Limited has no liability in respect of any claim unless the Client notifies it in writing within twelve (12) months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

22. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid provision.

23. Use of Artificial Intelligence

23.1 Our use of these tools. Element Seven Digital Limited uses artificial intelligence and machine learning tools as part of its normal working methods. This may include, but is not limited to, code generation and review, drafting and editing of written content, image and asset generation or editing, research, data analysis, testing and quality assurance, and internal project administration. The Client acknowledges and accepts that such tools may be used in the delivery of the Services. Acceptance of a quotation under clause 1 constitutes acceptance of this clause.

23.2 Responsibility for deliverables. The use of such tools does not reduce or alter the obligations of Element Seven Digital Limited under this Agreement. Work produced with the assistance of such tools is reviewed by a member of our team before it is delivered, and Element Seven Digital Limited remains responsible for the deliverables to the same extent as if they had been produced without such assistance. The Client's rights and remedies in respect of the Services are unaffected by the tools used to produce them.

23.3 Client information. Element Seven Digital Limited will not submit Client confidential information or personal data to publicly available or consumer artificial intelligence services. Where such tools are used in connection with Client information, Element Seven Digital Limited will use business or enterprise services which are contractually committed not to use submitted material to train their models. Any processing of personal data remains subject to our Privacy Policy and to any separate data processing agreement in place between the parties, which will take precedence over this clause in the event of any conflict.

23.4 Client restrictions and notice. If the Client's own policies, or the requirements of a funder, regulator or procurement process, restrict or prohibit the use of artificial intelligence in the delivery of the Services, the Client must notify Element Seven Digital Limited in writing before the project begins. Element Seven Digital Limited will then either confirm in writing that it can work within those restrictions, provide a revised quotation, or decline the work. Where no such notice is given, the Client may not afterwards reject deliverables, withhold payment, or terminate on the grounds that such tools were used.

23.5 Originality. Element Seven Digital Limited does not warrant that material produced with the assistance of artificial intelligence is original, unique, or capable of protection by copyright, and the Client acknowledges that such material may resemble material produced for or by others. Where the Client requires assets which must be exclusive to them, or which are to be registered as a trade mark or otherwise relied upon as distinctive, this must be stated in writing before the work is quoted. Element Seven Digital Limited will then source or produce those assets accordingly, which may affect the price.

23.6 Content supplied by the Client. Where the Client supplies content which has been generated in whole or in part by artificial intelligence, clause 12 applies to that content in the same way as to any other material supplied by the Client. The Client warrants that it is entitled to use, and to permit Element Seven Digital Limited to use, that content and agrees to indemnify and hold Element Seven Digital Limited harmless from any claim arising from its use.

23.7 Artificial intelligence features within Client products. Where the Services include the integration of artificial intelligence features into a website, application or other product for the Client (for example chat assistants, search, summarisation, recommendation or content generation):

• such features depend on third-party services outside the control of Element Seven Digital Limited, and no guarantee is given as to their continued availability, pricing, terms of use or performance;
• the output of such features is generated automatically and may be inaccurate, incomplete or unsuitable for a given purpose, and Element Seven Digital Limited gives no warranty as to the content of any such output;
• the Client is responsible for the use it makes of such features, for any usage or licence fees charged by the third-party provider, for compliance with that provider's terms, and for any regulatory obligations applying to the Client's use of them, including any obligation to inform the Client's own users;
• clause 21 applies to any claim arising from such features.

23.8 Changes to tools. Element Seven Digital Limited may change the tools and services it uses at any time, provided the standards set out in this clause continue to be met.

23.9 Limitation. Nothing in this clause extends the liability of Element Seven Digital Limited beyond the limits set out in clause 21.

24. Hosting, Domains and Third-Party Services

24.1 Where Element Seven Digital Limited arranges hosting, this is provided using third-party infrastructure providers. We do not own the underlying infrastructure and give no warranty as to uptime, availability or performance beyond that offered by the provider. No service level or uptime guarantee applies unless it is expressly stated in writing in the quotation.

24.2 Where a project requires third-party products or services, whether or not arranged by us on the Client's behalf, examples being hosting, domain registration, SSL certificates, email services, content delivery, e-commerce platforms, payment gateways, booking or reservation platforms, plugins, themes, stock media, fonts, application programming interfaces, artificial intelligence model providers and app store developer accounts, the Client is responsible for the fees, licence terms and renewals associated with them. Element Seven Digital Limited is not liable for the acts, omissions, pricing changes, changes to terms, security incidents, discontinuation or failure of any third-party provider.

24.3 Where third-party charges are recharged by us to the Client, they are recharged at cost plus any administration fee stated in the quotation. Where a third party increases its charges, we may pass that increase on with thirty (30) days' written notice.

24.4 Where usage-based services are involved, examples being artificial intelligence model usage, messaging, or transaction fees, the Client is responsible for the cost of actual usage. We will use reasonable endeavours to make the Client aware of expected costs, but usage depends on how the Client and its users use the system and cannot be guaranteed in advance.

24.5 Accounts with third-party providers are, wherever practical, set up in the Client's name and remain the Client's property. Where we hold credentials on the Client's behalf we do so for the purpose of providing the Services only.

25. Ongoing Services, Retainers and Subscriptions

25.1 "Ongoing Services" means any Service supplied on a recurring basis, including maintenance and support packages, aftercare, hosting, social media management, search engine optimisation retainers and any other subscription or retained arrangement.

25.2 Unless the quotation states otherwise, Ongoing Services run for an initial minimum term of three (3) months and continue thereafter until terminated by either party giving not less than thirty (30) days' written notice, expiring no earlier than the end of the initial minimum term. Charges are payable monthly in advance.

25.3 Where a package includes an allocation of time, that allocation is for the period stated and does not roll over into subsequent periods unless expressly agreed in writing. Time used beyond the allocation is chargeable at the rate stated in the quotation or at our then-current hourly rate.

25.4 Work included within a maintenance package covers the upkeep of the existing Deliverables. New features, redesigns, migrations, and work arising from the Client's own changes or from third-party changes outside our control are outside the package and will be quoted separately.

25.5 Where a package refers to priority or same-day handling, this means we will begin work within the stated period during our normal working hours. It is not a guarantee that a fix will be completed within that period, and it does not apply to faults caused by third-party providers or by the Client.

25.6 Element Seven Digital Limited may increase the charges for Ongoing Services once in any twelve (12) month period on giving thirty (30) days' written notice. If the Client does not accept the increase, the Client may terminate the affected Ongoing Service by written notice before the increase takes effect.

25.7 Where payment for an Ongoing Service is not received, clause 9 applies and the Service may be suspended. Suspension does not stop charges accruing, and reinstatement may attract a reasonable reconnection charge.

26. Software, Web Applications and Defects

26.1 Element Seven Digital Limited does not warrant that software will be free from defects or that it will operate without interruption. Software of any complexity contains errors, and the Client acknowledges this.

26.2 For a period of thirty (30) days from the date the Deliverables are accepted under clause 3, Element Seven Digital Limited will correct, at no charge, any defect which causes the Deliverables to fail materially to perform the functions described in the quotation. This does not extend to: faults arising from changes made by the Client or a third party; faults caused by third-party platforms, plugins, hosting or services; requests for new or changed functionality; or matters which were apparent during the review period under clause 3 and were not raised.

26.3 After the period in clause 26.2, correction of defects is chargeable, or is covered by an Ongoing Service where one is in place.

26.4 Where the Client, or anyone acting on the Client's behalf other than Element Seven Digital Limited, modifies the code, configuration, hosting environment or database of a Deliverable, Element Seven Digital Limited is not responsible for any resulting fault and may quote for investigation and repair.

26.5 Where the Services include integration with a system operated by or for the Client, the Client is responsible for the availability, accuracy, performance and continued support of that system, and for providing timely access to it.

27. Mobile Applications and App Stores

27.1 Applications submitted to the Apple App Store, Google Play or any other distribution platform are subject to the operator's review process, guidelines and policies. Element Seven Digital Limited cannot guarantee that an application will be approved, that it will remain available, or that it will not later be removed or require changes as a result of a change in the operator's policies.

27.2 Where approval is refused, Element Seven Digital Limited will use reasonable endeavours to address the reasons given and resubmit. Where refusal arises from the nature of the Client's business, the Client's content, or a policy change outside our control, further work to achieve approval is chargeable. Refusal does not entitle the Client to a refund of charges for work properly carried out.

27.3 Developer accounts are established in the Client's name where the platform permits. The Client is responsible for the associated fees, for maintaining the account, and for complying with the operator's terms.

27.4 Applications require ongoing maintenance to remain functional as operating systems and platform requirements change. Element Seven Digital Limited is not responsible for an application ceasing to work, or being delisted, where the Client has not maintained it. Maintenance is available under clause 25.

28. E-commerce and Payments

28.1 Element Seven Digital Limited integrates third-party payment gateways and does not process, transmit or store payment card data itself. Responsibility for the merchant relationship, the gateway agreement and the associated fees rests with the Client.

28.2 The Client is responsible for compliance with the Payment Card Industry Data Security Standard as it applies to the Client's business, and for completing any self-assessment questionnaire required by its acquirer. Element Seven Digital Limited will build to a standard configuration intended to support the Client's compliance but does not certify the Client as compliant and is not responsible for the Client's compliance status.

28.3 The Client is responsible for the lawfulness of what it sells and for its own consumer-facing obligations, including pricing and product descriptions, VAT and duties, distance selling and cancellation rights, delivery, returns and refunds, and any sector-specific licensing.

28.4 Element Seven Digital Limited is not liable for lost sales, failed or duplicated transactions, incorrect pricing or stock levels, fraudulent orders or chargebacks.

29. Search Engine Optimisation, Marketing and Performance

29.1 Search engine rankings, traffic volumes, impressions, conversion rates, engagement and revenue depend on factors outside the control of Element Seven Digital Limited, including the algorithms and policies of search engines and platforms, the actions of competitors, the Client's own market and pricing, and changes made by the Client. No specific ranking, position, traffic level, conversion rate or commercial result is guaranteed, and any figure given is an estimate rather than a commitment.

29.2 Where an example of past results is given, it relates to a different client, market and period, and is not a representation of what will be achieved for the Client.

29.3 Search engines and platforms may change their algorithms, policies or presentation at any time, including in ways which reduce the visibility of the Client's content. Element Seven Digital Limited is not liable for the effect of any such change.

29.4 The Client is responsible for the accuracy and lawfulness of claims made in its marketing content, and for compliance with advertising codes and the requirements of any platform on which that content appears.

29.5 Where the Services include paid advertising, the Client is responsible for the media spend, which is separate from our fees.

30. Consultancy, Audits and Recommendations

30.1 Where the Services include consultancy, audits, roadmaps, readiness assessments, strategy work or other recommendations, the Deliverable is our professional opinion based on the information available to us at the time and on the information supplied by the Client. It is not a guarantee of any particular outcome.

30.2 Recommendations are prepared for the Client's own use for the purpose stated, and should not be relied upon by any third party. The Client remains responsible for the decisions it takes, and for obtaining its own legal, financial, tax, regulatory, insurance or other professional advice where the subject matter calls for it. Element Seven Digital Limited is not qualified to give, and does not give, advice of that kind.

30.3 The accuracy of our recommendations depends on the completeness and accuracy of the information supplied by the Client. We do not independently verify that information.

30.4 Automated tools, scorecards and audits made available on our website provide an indicative result generated from the answers given. They are provided for general information, do not constitute advice, and are not a substitute for a proper assessment of the Client's circumstances.

31. Accessibility

31.1 Where the quotation specifies an accessibility standard, Element Seven Digital Limited will build to that standard so far as it applies to the Deliverables at the point of handover. Where no standard is specified, we will apply reasonable current good practice but give no warranty of conformance to any particular standard.

31.2 Accessibility conformance depends on content as well as code. Where the Client, or a third party, adds or edits content after handover, the Client is responsible for the accessibility of that content, including alternative text, document formats, captions and reading order.

31.3 Where the Client is a public sector body or is otherwise subject to statutory accessibility duties, the Client remains responsible for discharging those duties, including publishing and maintaining an accessibility statement, and for monitoring ongoing conformance. An accessibility audit or remediation carried out by us relates to the state of the Deliverables at the time of the work.

31.4 Element Seven Digital Limited is not responsible for the accessibility of third-party components, embedded content or services incorporated at the Client's request.

32. Data Protection

32.1 Each party will comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 ("Data Protection Law").

32.2 Where Element Seven Digital Limited processes personal data on the Client's behalf in the course of the Services, the Client is the controller and Element Seven Digital Limited is the processor. In that capacity we will: process personal data only on the Client's documented instructions, unless required otherwise by law; ensure that personnel authorised to process it are subject to confidentiality obligations; implement appropriate technical and organisational measures; assist the Client, so far as reasonably practicable and at the Client's cost, with data subject requests, security incidents, and data protection impact assessments; notify the Client without undue delay on becoming aware of a personal data breach affecting the Client's data; and on termination delete or return the personal data, except where we are required to retain it by law.

32.3 The Client authorises Element Seven Digital Limited to appoint sub-processors, including hosting, infrastructure, email delivery, verification, analytics and artificial intelligence providers, in connection with the Services. We will maintain a list of sub-processors and make it available to the Client on request, and will give the Client reasonable notice of any intended change, allowing the Client to object on reasonable grounds.

32.4 Where personal data is transferred outside the United Kingdom, we will ensure an appropriate transfer mechanism is in place.

32.5 The Client warrants that it has a lawful basis for the processing it instructs, that it has provided the required information to data subjects, and that its instructions will not put Element Seven Digital Limited in breach of Data Protection Law. The Client is responsible for the content of any privacy notice, cookie banner or consent mechanism on its own website, including where we have implemented it at the Client's direction.

32.6 Where the Client requires a separate data processing agreement, we will enter into one, and it will take precedence over this clause to the extent of any conflict.

32.7 Personal data which we hold about the Client's own staff and contacts for the purpose of managing the relationship is processed by us as controller, in accordance with our Privacy Policy.

32.8 The Client's agreement to clause 14.3 constitutes an instruction for the purposes of clause 32.2, permitting us to access the reporting sources listed there in order to compile statistics. The statistics we publish are aggregated and do not identify any individual, and we do not export or retain the underlying personal data for that purpose.

33. Confidentiality

33.1 Each party will keep confidential any information disclosed by the other which is marked as confidential or which would reasonably be understood to be confidential, and will use it only for the purposes of the Services.

33.2 This does not apply to information which is or becomes public other than through breach of this clause, which was already lawfully held, which is independently developed, or which is required to be disclosed by law, regulation or a court, in which case the disclosing party will where lawful give prior notice.

33.3 Each party may disclose confidential information to its employees, subcontractors and professional advisers who need it, provided they are bound by equivalent obligations.

33.4 This clause does not prevent Element Seven Digital Limited from exercising its rights under clause 14 in relation to design credit, portfolio and performance data.

34. Information Security

34.1 Element Seven Digital Limited will apply reasonable technical and organisational measures appropriate to the Services. No system is completely secure and we do not warrant that the Deliverables or any system will be free from vulnerability, compromise or unauthorised access.

34.2 The Client is responsible for the security of its own systems, accounts, devices and credentials, for controlling who has access to administrative functions, and for removing access when a person no longer requires it. The Client must not share credentials issued to it except as necessary and must notify us promptly of any suspected compromise.

34.3 Where a Deliverable has been handed over and the Client has not taken an Ongoing Service covering security updates, the Client is responsible for applying updates and patches. Element Seven Digital Limited is not liable for a compromise arising from the Client's failure to do so.

34.4 Backups are provided only where expressly agreed in writing. Where no backup service has been agreed, the Client is responsible for maintaining its own backups.

35. Insurance

Element Seven Digital Limited maintains insurance appropriate to its business. Details are available to the Client on request. Nothing in the existence or extent of that insurance increases the limits of liability set out in clause 21.

36. Force Majeure

Element Seven Digital Limited is not liable for any failure or delay in performing the Services caused by an event outside its reasonable control, including failure of a third-party provider, loss of internet connectivity or power, cyber attack, fire, flood, epidemic, industrial action, act of government, or war. Where such an event continues for more than sixty (60) days, either party may terminate the affected Services on written notice, and the Client will pay for work carried out to that date.

37. Subcontracting and Assignment

37.1 Element Seven Digital Limited may subcontract any part of the Services, and remains responsible to the Client for work carried out by its subcontractors.

37.2 The Client may not assign or transfer its rights under this Agreement without our prior written consent, which will not be unreasonably withheld. Element Seven Digital Limited may assign or transfer this Agreement in connection with a reorganisation or the sale of its business.

38. Non-Solicitation

During the Services and for six (6) months afterwards, the Client will not solicit for employment or engagement any individual employed or engaged by Element Seven Digital Limited who has been involved in the Services, other than through a general advertisement not directed at them. If the Client does engage such an individual in breach of this clause, the Client will pay a fee equivalent to thirty (30) percent of that individual's first year's gross remuneration, which the parties agree is a genuine pre-estimate of the cost of recruiting and training a replacement.

39. Anti-Bribery and Modern Slavery

Each party will comply with all applicable laws relating to bribery and corruption, including the Bribery Act 2010, and with the Modern Slavery Act 2015. Each party will maintain policies and procedures appropriate to the size and nature of its business to ensure compliance.

40. Notices and Third-Party Rights

40.1 Notices under these terms must be in writing. Notice by email is valid where sent to the address last used by the recipient for correspondence about the Services, and is treated as received on the next working day. Notices of termination, default or a claim must also be sent by post to the registered office of the recipient.

40.2 A person who is not a party to this Agreement has no right to enforce any of its terms.

41. Entire Agreement and Variation

41.1 This Agreement, together with the quotation and any signed contract, statement of work or data processing agreement, constitutes the entire agreement between the parties and supersedes all previous representations, understandings and agreements. Neither party has relied on any statement not set out in these documents. Nothing in this clause limits liability for fraudulent misrepresentation.

41.2 Element Seven Digital Limited may amend these terms from time to time. The version in force at the date of the Client's acceptance of a quotation applies to that engagement. For Ongoing Services, we may apply amended terms on giving thirty (30) days' written notice, and if the Client does not accept the amendment the Client may terminate the affected Ongoing Service before it takes effect.

41.3 No failure or delay in enforcing a right under this Agreement is a waiver of it.

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These terms were last updated on 12 August 2026. Previous versions: 11 August 2026, 28 October 2019.