Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and TsvWeb ("we", "us", or "our"), a sole-trader web design and development service operating from the United Kingdom. The Terms govern your access to and use of our website, products, and services (collectively, the "Services").

By submitting an enquiry, signing a quote or order form, paying an invoice, or otherwise using the Services, you confirm that you have read, understood, and agree to these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and "Client" and "you" refer to that entity.

If you do not agree to these Terms, you must not use the Services. We may from time to time enter into a separate written agreement, statement of work, or order form ("Order"). Where there is conflict between these Terms and a signed Order, the Order prevails for the matters specifically addressed in it.

The following definitions apply throughout these Terms:

• "Effective Date" means the earlier of (a) the date you first pay an invoice for the Services and (b) the date you sign an Order.
• "Subscription" means the recurring monthly engagement under which we deliver the Services.
• "Subscription Fee" means the monthly fee specified in your Order or quote.
• "Minimum Term" means any minimum subscription period stated in your Order (for example, 12 months).
• "Client Materials" means any text, images, logos, video, audio, brand assets, data, or other content you provide to us.
• "Deliverables" means the website, code, designs, copy, configuration, and other outputs we provide to you under the Services.
• "Confidential Information" means non-public information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential.
• "Intellectual Property Rights" means copyright, design rights, database rights, trade marks, know-how, and all other intellectual or industrial property rights, registered or unregistered.

TsvWeb provides website design, development, hosting, and ongoing management services on a monthly subscription basis. Specific Services may include:

The exact scope of work for each engagement is set out in your Order or quote. Any work outside that scope ("Out-of-Scope Work") will be quoted separately and proceeds only with your written approval.

We reserve the right to modify, improve, or discontinue any feature of the Services at our discretion, provided that we do not materially diminish the Services you have paid for during a current billing period without your consent or a reasonable equivalent.

To enable us to deliver the Services effectively, you agree to:

• Provide accurate, complete, and up-to-date information about your business, project, and end-user requirements.
• Supply all Client Materials needed for the project (text, images, logos, brand assets) in a timely manner and in usable formats.
• Provide prompt feedback and approvals at agreed milestones; absent prompt feedback, the project timeline may shift accordingly.
• Warrant that you own or have all necessary licences, rights, consents, and permissions to provide every item of Client Materials, and that we may use them as needed to deliver the Services.
• Keep your billing details current and ensure Subscription Fees are paid on time.
• Use the Services only for lawful purposes and in compliance with all applicable laws, regulations, and codes of practice.
• Not use the Services to publish, host, or distribute any content that is illegal, defamatory, obscene, harassing, infringing, malicious, fraudulent, or otherwise objectionable.
• Maintain the security of any login credentials we issue to you and notify us immediately of any suspected unauthorised access.
• Comply with the acceptable use policies of our hosting and infrastructure providers.
• Provide a single nominated contact authorised to make decisions and approvals on your behalf, unless we agree otherwise.

You acknowledge that the speed, scope, and quality of the Services depend in part on your timely cooperation. Repeated failure to provide feedback, content, or payment after reasonable reminders may result in a project being paused or terminated under section 9.

In addition to your obligations above, you must not, and must not allow any third party to:

• Use the Services to send spam or unsolicited bulk communications.
• Upload or distribute malware, viruses, worms, or any other malicious code.
• Attempt to gain unauthorised access to our systems, networks, or any other client's site.
• Reverse engineer, decompile, or disassemble any of our proprietary code (except to the extent expressly permitted by law).
• Resell, sublicense, or otherwise commercially exploit the Services without our prior written consent.
• Use the Services in connection with adult content, gambling, weapons, illegal substances, or any sector or activity prohibited by our hosting provider's acceptable use policy.
• Carry out load testing, penetration testing, or vulnerability scanning against our systems without our prior written consent.

We may suspend the Services without prior notice if we reasonably believe you are in material breach of this section, particularly where suspension is necessary to protect the integrity of our infrastructure or other clients.

The financial terms of your Subscription are set out below.

6.1 Subscription Fee and billing cycle

• Subscription Fees are payable monthly in advance on the same calendar day each month, starting on the Effective Date or the date specified in your Order.
• Card payments are taken automatically via Stripe on the billing date. Bank transfer clients must pay within 7 days of the invoice date unless agreed otherwise in writing.
• All fees are quoted in pounds sterling (GBP) and exclude VAT unless we explicitly state otherwise on the invoice.

6.2 Refunds

• All Subscription Fees are non-refundable, including for any unused portion of a billing period.
• If we are unable to deliver the Services for reasons within our control, we will at our discretion provide a credit against the next billing cycle equivalent to the affected period.
• Where a deposit or set-up fee has been paid, it is non-refundable once design or development work has commenced.

6.3 Failed payments and late payment

• If a payment fails, we will notify you and attempt to retake payment within 7 days.
• If payment remains unpaid after 14 days, we may suspend your website and any related Services without further notice until the outstanding balance is settled in full.
• If payment remains outstanding for 30 days or more, we may terminate this agreement immediately under section 9, without prejudice to any sums owing.
• We reserve the right to charge statutory interest on overdue commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998, plus reasonable recovery costs.

6.4 Price changes

• We may revise our Subscription Fees with at least 30 days' written notice. Continued use of the Services after the effective date constitutes acceptance.
• If you have a Minimum Term, your fee will not be increased during that term unless we have expressly stated otherwise in your Order.
• We may also pass through, with notice, any material increase in third-party fees that materially affect the Services (for example, hosting or domain renewal increases).

6.5 Taxes

All fees are exclusive of VAT and any other applicable taxes. You are responsible for any withholding tax or similar levy imposed on payments to us by your jurisdiction; you must gross up payments so that we receive the full amount as if no such deduction had been made, except to the extent prohibited by UK law.

Each party retains its pre-existing Intellectual Property Rights. The following specific allocations apply to the Services:

We aim to deliver reliable, high-quality services, but you acknowledge that:

• The Services are provided on an 'as is' and 'as available' basis. We do not warrant uninterrupted or error-free operation.
• Scheduled maintenance windows will, where practical, be announced in advance and carried out outside UK business hours.
• Emergency maintenance may be carried out without notice to protect security or stability.
• Third-party platforms we rely on (hosting, payment processors, DNS, mail relays) may experience outages outside our control.
• We are not responsible for issues caused by content or changes you or third parties make to your website.
• Estimated turnaround times are estimates only; actual timing depends on scope and your responsiveness.
• Where an uptime target or service level is included in your Order, that target governs; otherwise no specific uptime is guaranteed.

We warrant that we will provide the Services with reasonable skill and care in accordance with good industry practice and applicable UK law. Other than as expressly set out in these Terms, all conditions, warranties, representations, and other terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

In particular, we do not warrant that the Services or any Deliverables will (a) meet specific business outcomes, traffic, conversion, or revenue targets, (b) be free of every defect or bug, or (c) be compatible with every browser, device, or third-party integration that exists or may exist in the future, beyond what is specified in your Order.

Nothing in these Terms is intended to exclude or limit any warranties, statutory rights, or remedies that cannot lawfully be excluded — including, where you are a consumer, your statutory rights under the Consumer Rights Act 2015.

You will indemnify, defend, and hold us harmless against any third-party claim, and all related liabilities, costs, and expenses (including reasonable legal fees), to the extent arising from: (a) any Client Materials infringing the Intellectual Property Rights or other rights of any third party; (b) your breach of section 5 (Acceptable Use); or (c) your use of the Services in violation of any law.

We will indemnify, defend, and hold you harmless against any third-party claim that the Deliverables, when used by you in accordance with these Terms, infringe the Intellectual Property Rights of a third party in the United Kingdom, subject to the cap in section 11.3 and provided that you (i) notify us promptly, (ii) give us sole control of the defence and settlement, and (iii) cooperate reasonably. This indemnity does not apply to infringement arising from Client Materials, modifications you make after delivery, or combinations with software not supplied by us.

On termination or expiry of your Subscription:

• We reserve the right to take your website offline at the end of the notice period and to revoke your access to any portals or admin tools.
• Your website data, files, and content may be retained for up to 30 days post-termination, after which they may be permanently deleted.
• It is your responsibility to back up and export all website content before your Subscription ends.
• We can assist with website migration or handover services, including a full code transfer where applicable, for an agreed additional fee.
• Domain names registered by us on your behalf will, where you have paid the relevant renewal, be transferred or unlocked at your reasonable request.

Each party agrees to keep confidential, both during and for two (2) years after the end of our engagement, all Confidential Information received from the other party. The receiving party will: (a) use the Confidential Information only for the purpose of performing its obligations under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information (and never less than reasonable care); and (c) not disclose it to any third party except to its employees, contractors, or professional advisers who need to know and are bound by equivalent obligations.

The obligations in this section do not apply to information that is or becomes publicly known other than through breach of these Terms, was rightfully known before disclosure, was independently developed without use of the Confidential Information, or is required to be disclosed by law, court order, or regulator (in which case the receiving party will, where lawful, give the other party prompt notice).

Each party will comply with its obligations under UK data protection law, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf in the course of providing the Services, we do so as a processor on your documented instructions and the data processing terms in our standard Data Processing Addendum apply, available on request.

Our handling of personal data we collect as a controller is described in our Privacy Policy.

Neither party will be liable for any delay or failure to perform its obligations to the extent caused by an event outside its reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, government action, pandemic, flood, fire, earthquake, power, telecommunications, or internet outage, third-party cloud failures, or industrial dispute (a "Force Majeure Event"). The affected party will give prompt notice and use reasonable efforts to mitigate. If a Force Majeure Event continues for more than 60 days, either party may terminate the Services on written notice.

We may subcontract any of our obligations under these Terms but remain responsible for the acts and omissions of our subcontractors as if they were our own. You may not assign, transfer, or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations as part of a sale, restructuring, or other corporate transaction affecting all or part of our business.

Any notice required to be given under these Terms must be in writing and sent by email to hello@tsvweb.com (for notices to us) or to the email address you have provided to us (for notices to you). Notices are deemed received on the next working day after sending, unless an automated bounce or non-delivery message is received.

19.1 Entire agreement

These Terms, together with any Order, our Privacy Policy, Cookie Policy, Payment Policy, and any other documents expressly incorporated, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings on the subject.

19.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it enforceable, or if not possible, severed; the remaining provisions will continue in full force.

19.3 Waiver

No failure or delay in exercising any right under these Terms operates as a waiver, and no single or partial exercise prevents any further exercise.

19.4 No partnership or agency

Nothing in these Terms creates any partnership, joint venture, or agency relationship between the parties; neither party may bind or commit the other.

19.5 Third-party rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

19.6 Counterparts and electronic signatures

These Terms and any related Order may be executed in counterparts, including electronically, each of which constitutes an original.

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation between senior representatives. If the dispute is unresolved within 30 days of written notification, either party may refer the matter to mediation under the CEDR Model Mediation Procedure or pursue formal proceedings.

We may revise these Terms from time to time. Where changes are material, we will notify you by email or by a prominent notice on the website with at least 14 days' advance notice before the changes take effect. Continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms. Where you reasonably object to a material change, you may terminate the Subscription on written notice before the effective date of the change.