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Policy & Governance

Terms of Business

Document
Terms of Business
Last reviewed
1 June 2025
Review cycle
Reviewed yearly

These Terms and Conditions ("Terms") govern the provision of services by SDM (WE ARE SDM LTD) ("Agency", "we", "us") to its clients ("Client", "you"). By engaging the Agency's services, whether verbally, in writing, or through continued instruction, the Client agrees to be bound by these Terms. It is the Client's responsibility to read and understand these Terms prior to engagement.

01

Services Provided

The Agency provides digital services including, but not limited to:

  • Website design and development
  • Search engine optimisation (SEO)
  • Paid advertising (PPC)
  • Social media marketing
  • Content creation
  • Email marketing
  • Consulting and strategy
02

Platform, Technology & Build Method

The Agency retains full discretion over the technology, platform, framework, hosting environment, and development method used to deliver the agreed services. This includes (but is not limited to):

  • No-code/low-code platforms (e.g. Wix Studio, Webflow, WordPress)
  • Custom-coded builds (e.g. React, HTML, CSS, JavaScript)
  • Proprietary or third-party infrastructure

Where the originally discussed or assumed platform is deemed unsuitable, restrictive, or incapable of delivering the required functionality, the Agency reserves the right to adapt or change the build approach without requiring formal written re-approval, provided the agreed deliverables are not materially reduced.

Any reference to specific platforms in early discussions, proposals, or invoices is indicative only and does not constitute a binding obligation unless explicitly agreed in writing.

03

Client Obligations

The Client agrees to:

  • Provide all required materials, content, access, and information in a timely manner.
  • Ensure all provided content is accurate, lawful, and does not infringe third-party rights.
  • Provide clear instructions, feedback, and approvals throughout the project.

The Agency shall not be responsible for delays, issues, or changes caused by:

  • Client indecision
  • Changing requirements
  • Delayed communication
  • Incomplete or inaccurate information

Additional work arising from such circumstances may be chargeable.

04

Scope Evolution & Approvals

The Client acknowledges that project scope may evolve during the course of engagement. Instructions, approvals, or confirmations provided via:

  • Email
  • Phone calls
  • Video calls
  • Messaging platforms

shall be considered valid and binding. Failure to raise objections within 5 working days of any change, update, or delivery shall constitute acceptance.

05

Payment Terms

Invoices must be paid within 3 working days, unless otherwise agreed in writing. Late payments will incur:

  • Interest at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
  • Applicable fixed recovery fees.

The Agency reserves the right to:

  • Suspend work
  • Withhold deliverables
  • Restrict access

until payment is received in full.

06

Hosting & Deployment

Unless otherwise agreed in writing, websites and applications may be hosted on infrastructure selected and managed by the Agency. The Client acknowledges that:

  • Hosting may be provided via Agency-controlled or third-party environments.
  • Full server-level or infrastructure access is not automatically included.

Upon completion and full payment, the Agency will provide relevant files and/or access required for reasonable use of the website. The Agency is not obligated to:

  • Rebuild, restructure, or adapt the project for another platform.
  • Ensure compatibility with third-party systems.

Any migration or additional support will be chargeable.

07

Intellectual Property & Ownership

All intellectual property remains the property of the Agency until full payment has been received.

Projects under £1,000 (excluding VAT)

The Agency retains ownership. The Client is granted a non-exclusive licence to use the website.

Projects £1,001+ (excluding VAT)

Ownership transfers to the Client only upon full payment and written confirmation from the Agency.

Access vs Ownership

Ownership does not guarantee access to development environments, proprietary systems or infrastructure, or editable access via specific platforms (e.g. Wix, WordPress). The Agency will provide access appropriate to the build, which may include admin dashboards, CMS access (if applicable), and delivered codebase files. Fully editable, no-code access is not guaranteed unless explicitly agreed in writing.

Agency Rights

The Agency retains the right to showcase work in its portfolio and marketing, retain ownership until payment is complete, and suspend or restrict access in cases of non-payment or breach. Clients may not copy, transfer, or replicate work, or move the website to another provider without prior written consent before ownership transfer.

08

Project Completion

A project is deemed complete when:

  • Core agreed functionality has been delivered.
  • The website/application is operational (live or staging).
  • Minor revisions, preferences, or ongoing improvements do not constitute non-completion.

Further work will be treated as a new scope or ongoing support.

09

Support & Maintenance

Web design clients receive 12 months of support, including minor updates (text, images, layout adjustments). This excludes:

  • Development changes
  • Structural rebuilds
  • New functionality

Such work will be quoted separately.

10

Termination

Either party may terminate within 7 days of project commencement. After this period:

  • No refunds apply (except where required by law).
  • Fees for work completed remain payable.
  • All cancellations incur a £99 offboarding fee.

For projects exceeding £10,000, resolutions may be discussed based on work completed.

11

No Refund Policy

Once work has commenced and services have been delivered (in part or full), fees are non-refundable. Refunds will not be issued for:

  • Change of direction
  • Dissatisfaction
  • Decision to use another provider
12

Third-Party Handover

If the Client chooses to appoint another provider within 24 months of the commencement of this Agreement, the following terms will apply:

  • The Agency will provide all relevant files and materials in their existing format and condition at the date of transfer.
  • The Agency does not guarantee that any files, systems, websites or materials will be compatible with the new provider's software, hosting environment or working processes.
  • The Agency will not be responsible for completing, modifying, rebuilding or adapting any work for use by the new provider.
  • Any assistance required to support the transition, migration or handover will be charged separately.

Standard fees

The transfer will only take place once all outstanding invoices, offboarding fees, transfer fees and any applicable third-party charges have been paid in full. Following receipt of payment, the Agency will transfer the relevant files, domains, account access and other applicable materials to the Client or their nominated third-party provider.

  • Offboarding fee: £250 + VAT
  • Transfer fee: £150 + VAT
13

Confidentiality

Both parties agree to keep confidential all sensitive information, including:

  • Business data
  • Financial information
  • Strategies
  • Client/customer data
14

Limitation of Liability

The Agency shall not be liable for:

  • Indirect or consequential losses
  • Loss of profit, revenue, or business opportunity

Total liability shall not exceed the total fees paid.

15

Professional Conduct

The Agency reserves the right to suspend or terminate services if the Client engages in:

  • Abusive or aggressive behaviour
  • Unreasonable or excessive demands
  • Attempts to coerce refunds or apply undue pressure

All outstanding fees remain payable.

16

Governing Law

These Terms are governed by the laws of the United Kingdom. Disputes shall be resolved through good faith negotiation before legal action.

17

Amendments

The Agency reserves the right to update these Terms annually. Continued engagement constitutes acceptance of updated Terms.

18

Acceptance of Terms Without Signature

If the Client does not sign an agreement but:

  • Instructs work to begin
  • Continues engagement
  • Makes payment

They are deemed to have accepted these Terms in full. This forms a legally binding agreement.

Contact

If you have any questions, please contact support@wearesdm.com.

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