Website Subscription Agreement

Website Subscription Agreement – Last Updated 25/07/2026

WEBSITE SUBSCRIPTION AGREEMENT

These Website Subscription Terms (“Agreement”) govern the provision of website hosting, domain name and related services supplied by Small Business Resources, a trading name of Richard Huett (“we”, “us” or “our”), to the customer (“Customer”, “you” or “your”).

These terms form part of our Terms of Use and apply to all Website Subscription Services unless otherwise agreed by us in writing.

Where there is any conflict between these terms and a quotation, proposal, order confirmation or invoice issued by us, the quotation, proposal, order confirmation or invoice shall prevail to the extent of that conflict.

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# Definitions

In this Agreement:

Agreement means these Website Subscription Terms together with any quotation, proposal, order confirmation or invoice issued by us.

Business Day means any day other than a Saturday, Sunday or public holiday in England.

Customer means the individual, sole trader, partnership, company or other organisation purchasing the Services.

Customer Content means all information, text, photographs, graphics, logos, branding, videos, documents, databases, software and other materials supplied by or on behalf of the Customer.

Customer Data means any personal data or other information collected, stored or processed through the website.

Intellectual Property Rights means all copyright, database rights, patents, trademarks, design rights, trade secrets, confidential information and all other intellectual property rights whether registered or unregistered.

Services means the website hosting, domain name, website management and any associated services supplied by us.

Website Subscription means the recurring subscription purchased by the Customer for the Services described within the applicable quotation, proposal, order confirmation or invoice.

Website Build means the one-off provision of professional website design, development, configuration, testing, deployment and related services carried out by us for the Customer.

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# 1. Website Build Services

1.1 Where agreed, we shall provide website design, development and related professional services for the creation of a website (the Website Build).

1.2 The Website Build consists of professional website design, development and project management services provided by us. The Customer acknowledges that payment of the Website Build fee is for the provision of those services and does not constitute the purchase or transfer of ownership of the website or any Intellectual Property Rights. Ownership of the completed website shall be governed by Clause 8 of this Agreement.

1.3 Before commencing the Website Build, we shall provide the Customer with a quotation, proposal or written estimate setting out the anticipated scope of work and the estimated fees for the Website Build. Quotations are based upon our reasonable estimate of the time required to complete the project.

1.4 Where additional work is requested by the Customer or where additional time is reasonably required due to changes in scope, unforeseen complexity, delays caused by the Customer or other circumstances outside our reasonable control, additional charges may apply. Unless otherwise agreed in writing, additional work shall be charged at £60.00 per hour, calculated in reasonable increments.

1.5 The price for the Website Build shall be set out in the applicable quotation, proposal, order confirmation or other written communication issued by us.

1.6 A non-refundable deposit of not less than 50% of the Website Build fee shall be payable before any work commences. The Customer acknowledges that the deposit is non-refundable because we immediately commit time, resources and incur costs, including third-party costs, in planning, designing and developing the Website Build.

1.7 Once the Customer has accepted the quotation and we have commenced work on the Website Build, the Customer may not cancel the Website Build prior to completion except with our written agreement. Any cancellation agreed by us shall not affect the Customer’s obligation to pay for work completed, time incurred or third-party costs committed up to the date of cancellation.

1.8 The balance of the Website Build fee shall become due immediately upon completion of the Website Build, or on such other date as specified in our invoice.

1.9 The Website Build fee is a one-off charge and is separate from the recurring Website Subscription fees, which are payable in accordance with this Agreement.

1.10 The Customer shall provide all information, content, approvals, feedback and other materials reasonably required for us to carry out the Website Build in a timely manner. Where the Customer fails to do so, we may suspend or delay the Website Build until such information or materials are received. We shall not be responsible for any resulting delay and reserve the right to revise the project timetable and apply additional charges where prolonged delays or repeated interruptions result in additional work being required.

1.11 Our quotation is based upon the agreed scope of the Website Build. Any request by the Customer to add, remove or alter the agreed scope of work, including additional functionality, design changes, revisions or other work outside the original specification, may result in additional charges. Unless otherwise agreed in writing, such additional work shall be charged at our prevailing hourly rate, or such other rate as notified to the Customer.

1.12 The Website Build shall be deemed complete when we notify the Customer that the website is ready for review or deployment. The Customer shall review the Website Build promptly and notify us of any material defects or omissions within fourteen (14) days of such notification. If the Customer does not notify us of any material defects within that period, or begins using the website for its intended purpose, the Website Build shall be deemed accepted and completed. Minor defects, cosmetic issues or requests for additional functionality shall not prevent completion or delay payment of the final Website Build fee.

1.13 Unless otherwise agreed in writing, the Website Subscription shall commence following completion of the Website Build and payment of all sums due in respect of the Website Build.

# 2. Website Subscription

2.1 The Services are provided on a subscription basis for the period specified within the applicable quotation, proposal, order confirmation or invoice. Your subscription will continue and automatically renew unless cancelled.

2.2 The Website Subscription includes only those Services expressly described within the applicable quotation, proposal, order confirmation or invoice.

2.3 Any service not expressly included within the Website Subscription is excluded and shall be supplied only by separate written agreement.

2.4 Unless otherwise agreed in writing, the Website Subscription does not include:

* Website design;
* Website redevelopment;
* Content creation or copywriting;
* Photography or graphic design;
* Search engine optimisation (SEO);
* Marketing services;
* Software integrations;
* Bespoke development;
* Website migrations;
* Consultancy;
* User training;
* Major content amendments; or
* Any other work outside the agreed subscription.

2.5 Additional work requested by the Customer shall be charged at our prevailing hourly rate, currently from £60.00 per hour, or such other rate as may be agreed in writing.

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3. Payment

3.1 Unless otherwise agreed by us in writing, all invoices are payable immediately upon receipt.

3.2 Website Subscription fees shall be invoiced annually unless otherwise agreed by us in writing.

3.3 Payment shall only be deemed received when cleared funds have been received into our nominated bank account or payment processor account. The issue of an invoice, payment confirmation, payment instruction or pending transaction shall not constitute receipt of payment.

3.4 We reserve the right to amend the Website Subscription fees from time to time. Where we do so, the revised fees shall take effect from the date specified in the invoice or other written notice provided to the Customer. By continuing to receive the Services after the effective date of the revised fees, the Customer agrees to pay the revised Website Subscription fee.

3.5 We are not currently registered for Value Added Tax (VAT). Accordingly, no VAT is charged on our fees unless we become VAT registered in the future, in which case we reserve the right to charge VAT at the prevailing rate where required by law.

3.6 Failure to pay any invoice by its due date constitutes a material breach of this Agreement.

3.7 We reserve the right to charge statutory interest and recover reasonable debt recovery costs on overdue sums where permitted by law.

3.8 The Customer shall not withhold, deduct or set off any payment due under this Agreement by reason of any dispute unless required by law or expressly agreed by us in writing.

3.9 All payments shall be made in Pounds Sterling (GBP) unless otherwise agreed by us in writing.
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# 4. Cancellation

4.1 The Website Subscription shall continue for the subscription period specified in the applicable quotation, proposal, order confirmation or invoice and shall automatically renew for successive subscription periods unless cancelled in accordance with this Clause 3.

4.2 The Customer may provide notice of cancellation of the Website Subscription at any time by submitting written notice to [email protected]. Cancellation requests shall be processed in accordance with the notice requirements set out in this Clause 4.

4.3 To prevent automatic renewal, written notice of cancellation must be received by us no later than sixty (60) working days before the applicable renewal date.

4.4 Where notice of cancellation is received less than sixty (60) working days before the renewal date, the Website Subscription shall automatically renew for the next subscription period and the Customer shall remain liable for the applicable renewal fees.

4.5 Cancellation shall take effect on the expiry of the current paid subscription term, and the Services shall continue until that date unless this Agreement is terminated earlier in accordance with its terms.

4.6 Unless otherwise agreed by us in writing or required by applicable law, cancellation shall not entitle the Customer to any refund, credit or reimbursement for subscription fees or other charges already paid.

4.7 Following expiry, cancellation or termination of the Website Subscription, we may suspend or permanently cease providing any Services under this Agreement, including (without limitation) website hosting, website management, maintenance, technical support, email services, domain management and related services.

4.8 Cancellation or termination of the Website Subscription shall not affect:

(a) any fees, charges or other sums accrued before the effective date of cancellation or termination;

(b) any rights, remedies or claims that have accrued before cancellation or termination takes effect; or

(c) any provision of this Agreement which is expressly stated, or by its nature is intended, to survive cancellation or termination.

4.9 If the Customer wishes to reinstate the Services following cancellation or termination, a new agreement, subscription term and pricing may apply at our then-current rates.

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# 5. Suspension for Non-Payment

5.1 If any invoice remains unpaid after its due date, we may suspend any or all of the Services without liability.

5.2 Services which may be suspended include, but are not limited to:

* Website hosting;
* Website functionality;
* Email services;
* Domain management;
* SSL certificates;
* DNS management;
* Online booking systems;
* Maintenance;
* Technical support;
* Software licences;
* Security monitoring;
* Backups; and
* Any associated service supplied by us.

5.3 Where reasonably practicable, we will normally give prior notice before suspending the Services.

5.4 Suspension shall not affect the Customer’s obligation to pay any outstanding invoices or any continuing subscription charges.

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# 6. Termination

6.1 We may terminate this Agreement immediately where:

(a) the Customer fails to pay any amount due;

(b) the Customer commits a material breach of this Agreement;

(d) continuation of the Services would expose us or our suppliers to legal, technical or security risks; or

(e) we are required to do so by law.

6.2 Upon termination:

(a) all licences granted under this Agreement shall immediately cease;

(b) we may discontinue the Services;

(d) we may permanently delete websites, databases, backups, email accounts and associated data after a reasonable period unless required by law to retain them.

6.3 Termination shall not affect any accrued rights, remedies or outstanding payment obligations.

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# 7. Third-Party Services

7.1 The Services rely upon infrastructure and software supplied by third parties including hosting providers, cloud infrastructure providers, domain registrars, software developers, payment providers, SSL certificate providers and email service providers.

7.2 We shall use reasonable care when selecting our suppliers but do not control their services.

7.3 We shall not be responsible for interruptions, outages, delays or failures caused by third-party suppliers.

7.4 Where Services are suspended or terminated because of the Customer’s breach of this Agreement, any associated third-party services may also cease operating.

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# 8. Intellectual Property

8.1 Unless expressly agreed otherwise in writing, we retain all Intellectual Property Rights in:

* Website source code;
* Website software;
* Themes;
* Templates;
* Custom functionality;
* Plugins developed by us;
* Booking systems;
* Databases created by us;
* Backend systems;
* Development files;
* CSS;
* JavaScript;
* Designs;
* Hosting infrastructure;
* Server configurations;
* Documentation;
* Workflows; and
* Any other systems or materials created or supplied by us.

8.2 During an active Website Subscription the Customer is granted a limited, non-exclusive, non-transferable and revocable licence to use those elements solely for the purpose of receiving the Services.

8.3 Payment of subscription fees does not transfer ownership of any Intellectual Property Rights.

8.4 Nothing in this Agreement shall require us to provide copies of source code, development files, proprietary software or backend systems unless expressly agreed by us in writing.

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# 9. Ownership of the Website

9.1 Unless expressly agreed otherwise in writing, the Website Subscription is the provision of a managed website service and not the sale, assignment, transfer or grant of ownership or any permanent licence of a website.

9.2 The Customer acknowledges that subscription fees paid under this Agreement relate to the provision of hosting, domain name services and ongoing management of the Services, and do not represent payment for the purchase of the website, the creation of a standalone website asset for the Customer, the transfer of ownership of the website, or the transfer of any Intellectual Property Rights.

9.3 The Customer acknowledges that the website provided as part of the Services is delivered as a managed service and may include our own Intellectual Property Rights, including (without limitation) software, frameworks, systems, templates, themes, designs, development methods, processes, configurations, tools and other proprietary materials.

9.4 Upon termination or expiry of the Website Subscription, the Customer shall have no automatic right to receive copies of the website, source code, themes, templates, databases, software, configurations or other proprietary materials created, developed, licensed or supplied by us, unless otherwise agreed by us in writing.

9.5 The Customer retains ownership of Customer Content supplied by or on behalf of the Customer, including text, images, logos, trademarks, photographs and other materials belonging to the Customer, subject to any third-party rights or licensing restrictions.

9.6 Nothing in this Agreement transfers ownership of our hosting environment, business systems, software, infrastructure, Intellectual Property Rights or any reusable development materials to the Customer.

9.7 Where the Customer wishes to migrate away from the Services, we may, at our sole discretion, agree to provide migration assistance, transfer certain materials or enter into a separate licence arrangement, subject to separate written agreement, applicable fees and any conditions we consider appropriate.

9.8 The Customer acknowledges that any assistance provided following termination or expiry of the Website Subscription is outside the scope of the Services and does not create any obligation on us to provide website files, source code, software, databases, configurations or other proprietary materials.

9.9 Any transfer, licence or release of materials shall only take place where expressly agreed by us in writing and following payment in full of all applicable fees.

9.10 Nothing in this Agreement grants the Customer any automatic right to acquire, receive or transfer ownership of the website, source code, software, systems, infrastructure or Intellectual Property Rights used in providing the Services.

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# 10. Customer Content

10.1 The Customer shall retain ownership of all Customer Content supplied to us.

10.2 The Customer grants us a non-exclusive, royalty-free licence to host, reproduce, modify, adapt, store, copy, publish and display Customer Content solely to the extent reasonably necessary to provide the Services.

10.3 The Customer warrants that:

(a) it owns, or has obtained, all necessary rights, permissions and licences to use the Customer Content;

(b) the Customer Content does not infringe the Intellectual Property Rights or other legal rights of any third party;

10.4 We reserve the right to refuse, suspend or remove any Customer Content where we reasonably believe it may be unlawful, infringe third-party rights, compromise security or place us or our suppliers at legal risk.

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# 11. Customer Data

11.1 The Customer shall remain the Data Controller in respect of all personal data collected through or in connection with the website.

11.2 The Customer is solely responsible for ensuring compliance with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

11.3 Where we process Customer Data on behalf of the Customer, we shall act solely as a Data Processor and shall process such data only in accordance with the Customer’s documented instructions and applicable law.

11.4 Nothing in this Agreement transfers responsibility for the lawfulness of the Customer’s collection or processing of personal data to us.

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# 12. Domain Names

12.1 We may register, renew or manage domain names on behalf of the Customer as part of the Services.

12.2 Unless otherwise agreed in writing, domain name registration, renewal and management services provided by us form part of the Website Subscription.

12.3 Registration or management of a domain name by us does not transfer ownership of our hosting platform, website platform, software, business systems or Intellectual Property Rights.

12.4 Where a domain name is held within our registrar account, it is managed solely for the purpose of providing the Services.

12.5 Upon termination of the Services we may cease renewing or managing any domain name unless otherwise agreed in writing.

12.6 We reserve the right to decline any request to transfer a domain name while any sums remain outstanding, except where prohibited by applicable law or registry rules.

12.7 Where the Customer requests the transfer of a domain name managed, registered or administered by us, we may charge a reasonable administration fee to cover the costs associated with processing the transfer. The fee shall be based on the time, resources and administrative work required and will be confirmed to the Customer before the transfer is undertaken. We reserve the right to require settlement of any outstanding fees or charges before completing a domain transfer.

12.8 Domain name transfers are subject to the rules, procedures and requirements of the relevant registrar and registry. We shall not be responsible for delays, refusals or failures caused by third-party registrars, registries or domain authorities.

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# 13. Website Backups

13.1 Where Website Backup and Restore services are included as part of the Customer’s Website Subscription, we shall maintain website backups for operational, security and disaster recovery purposes.

13.2 The Customer acknowledges that backups are maintained to support the provision of the Services and are not a substitute for the Customer maintaining its own copies of important data, content or information.

13.3 While we take reasonable steps to maintain reliable backups, we do not guarantee that backups will always be available, complete, error-free or capable of restoration in every circumstance.

13.4 Backup restoration services are included only where Website Backup and Restore services form part of the Customer’s Website Subscription or where otherwise expressly agreed by us in writing.

13.5 Following suspension, expiry or termination of the Services, we may permanently delete backups after a reasonable retention period.

13.6 We shall have no obligation to restore any backup where the loss of data has resulted from the Customer’s acts or omissions, third-party software, malware, hacking, corruption, unauthorised access or any event beyond our reasonable control.
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# 14. Access to Systems

14.1 Unless expressly agreed by us in writing, the Customer has no automatic right to access our systems, infrastructure or underlying technical environments used to provide the Services.

14.2 This includes, without limitation:

* Hosting control panels;
* Shared hosting environments;
* Server environments;
* DNS management;
* Domain registrar accounts;
* Databases;
* Website administration systems;
* Email hosting platforms;
* SSL certificate management;
* Backup systems;
* API credentials;
* Software licence portals;
* Development environments;
* Cloud infrastructure; and
* Any other systems owned, operated or managed by us or our suppliers.

14.3 Where access to any system is granted, such access shall be limited to the scope expressly agreed by us and may be restricted, suspended or withdrawn where reasonably necessary to protect the security, integrity or operation of our systems, the Services or our suppliers’ systems.

14.4 Nothing in this Agreement requires us to provide usernames, passwords, API keys, authentication credentials, source code, development files or server configurations relating to our systems, except where expressly agreed by us in writing or required by law.

14.5 Where the Customer is provided with access to any website administration system or other service interface for the purpose of managing Customer Content or using the Services, such access does not grant ownership rights or access to the underlying systems, infrastructure, software or Intellectual Property Rights used to provide the Services.

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# 15. Acceptable Use

15.1 The Customer shall not use the Services:

(a) for any unlawful purpose;

(b) to distribute malware, viruses or malicious software;

(d) to infringe the Intellectual Property Rights or legal rights of any person;

(e) to host illegal, offensive, defamatory or fraudulent material;

(f) to interfere with the security, integrity or operation of our systems or those of our suppliers;

(g) to attempt unauthorised access to any system, account or network; or

(h) in any manner likely to damage our reputation or that of our suppliers.

15.2 We may suspend or terminate the Services immediately where we reasonably believe this clause has been breached.

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# 16. Service Availability

16.1 We shall exercise reasonable skill and care in providing the Services and shall use reasonable endeavours to maintain the availability and functionality of the Services.

16.2 We do not warrant or guarantee that the Services will be uninterrupted, continuously available, error-free or free from defects.

16.3 The Customer acknowledges that temporary interruptions may occur due to planned maintenance, emergency maintenance, software updates, hardware failures, internet connectivity issues, security events, third-party supplier failures, domain or DNS issues, or other circumstances beyond our reasonable control.

16.4 We shall use reasonable endeavours to restore the Services as soon as reasonably practicable following any interruption, but shall not be responsible for delays caused by matters outside our reasonable control.

16.5 We shall not be responsible for any interruption, loss of functionality or service degradation caused by the Customer, the Customer’s Content, third-party software, plugins, integrations, external services or any unauthorised changes made to the Services.

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# 17. Security

17.1 The Customer is responsible for maintaining the confidentiality of usernames, passwords and other authentication credentials under its control.

17.2 The Customer shall ensure that devices used to access the Services are appropriately protected against malware and unauthorised access.

17.3 We shall not be liable for unauthorised access arising from compromised Customer credentials, insecure devices or the acts or omissions of the Customer.

17.4 The Customer shall notify us without undue delay if it becomes aware of any actual or suspected unauthorised access to the Services, Customer accounts or Customer Data.

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# 18. Indemnity

18.1 The Customer shall indemnify and keep indemnified Small Businesses Resources, Richard Huett, our employees, contractors, agents and representatives against all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising directly or indirectly from:

(a) any breach of this Agreement by the Customer;

(b) any Customer Content supplied, uploaded, published or transmitted by or on behalf of the Customer;

(c) any allegation that the Customer Content infringes the Intellectual Property Rights, privacy rights or any other legal rights of a third party;

(d) the Customer’s misuse of the Services;

(e) any breach by the Customer of applicable laws or regulations, including data protection, consumer protection, advertising or electronic communications legislation;

(f) any negligent, unlawful or fraudulent act or omission of the Customer, its employees, contractors or agents; or

(g) any claim made against us arising from the operation or content of the Customer’s website, except to the extent caused by our own negligence or breach of this Agreement.

18.2 This indemnity shall not apply to the extent that any claim arises directly from our negligence, fraud, fraudulent misrepresentation or any liability which cannot lawfully be excluded or limited.

18.3 We shall take reasonable steps to mitigate any losses for which recovery is sought under this indemnity.

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# 19. Limitation of Liability

19.1 Nothing in this Agreement excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

19.2 Subject to Clause 18.1, our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Customer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

19.3 To the fullest extent permitted by law, we shall not be liable for:

(a) loss of profits;

(b) loss of revenue;

(d) loss of anticipated savings;

(e) loss of goodwill or reputation;

(f) business interruption;

(g) corruption or loss of data;

(h) indirect or consequential loss; or

(i) any loss arising from failures or interruptions caused by third-party suppliers.

19.4 Nothing in this clause shall limit the Customer’s liability under Clause 17 (Indemnity).

19.5 The Customer acknowledges that the Website Subscription has been priced on the basis of the limitations and exclusions of liability contained within this Agreement and that such provisions are fair and reasonable.

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# 20. Force Majeure

20.1 We shall not be liable for any delay or failure in performing our obligations where such delay or failure results from events beyond our reasonable control.

20.2 Such events include, but are not limited to:

* Natural disasters;
* Flood;
* Fire;
* War;
* Terrorism;
* Civil unrest;
* Industrial disputes;
* Internet outages;
* Power failures;
* Cyber attacks;
* Government action;
* Pandemics;
* Failures of telecommunications providers; and
* Failures of hosting providers or other third-party suppliers.

20.3 Where reasonably practicable, we shall use reasonable endeavours to resume the Services as soon as reasonably possible.

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# 21. Changes to this Agreement

21.1 We may amend, update or replace this Agreement from time to time where reasonably necessary, including (but not limited to):

(a) to reflect changes in applicable laws or regulations;

(b) to reflect changes in technology, security, hosting infrastructure or third-party suppliers;

(d) to reflect changes to our business operations, pricing structure or methods of providing the Services; or

(e) for any other reasonable commercial purpose.

21.2 Where a proposed change is likely to have a material adverse effect on the Customer’s rights or obligations under this Agreement, we will normally provide at least thirty (30) days’ prior written notice by email or by publishing the updated Agreement on our website.

21.3 Minor amendments, including corrections of typographical errors, formatting changes, clarifications, updates required by law or changes that do not materially reduce the Customer’s rights, may take effect immediately upon publication.

21.4 The most recent version of this Agreement will always be available on our website and shall supersede all previous versions from its effective date.

21.5 By continuing to use the Services after the effective date of any amendment, the Customer shall be deemed to have accepted the amended Agreement.

21.6 If the Customer does not agree to a material amendment, the Customer may terminate the Website Subscription by giving written notice before the amended terms take effect. Any fees already paid shall remain non-refundable unless otherwise required by law or expressly agreed by us in writing.

21.7 No variation, amendment or waiver requested by the Customer shall be effective unless expressly agreed by us in writing.

21.8 No oral statement, representation or course of dealing shall vary this Agreement.

21.9 If the Customer exercises the right to terminate under Clause 21.6, the Website Subscription shall terminate at the end of the current paid subscription period unless otherwise required by law.

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# 22. Assignment

22.1 The Customer may not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under this Agreement without our prior written consent.

22.2 We may assign, transfer or subcontract any of our rights or obligations under this Agreement where reasonably necessary, including in connection with the sale, transfer or restructuring of our business.

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# 23. Notices

23.1 Any notice given under this Agreement shall be in writing.

23.2 Notices may be delivered by:

* Email;
* First Class Post; or
* Any other method agreed between the parties.

22.3 Notices shall be deemed received:

(a) immediately if delivered by hand;

(b) on the second Business Day after posting by First Class Post; or

23.4 It is the Customer’s responsibility to ensure that their email address remains current and capable of receiving communications from us.

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# 24. Entire Agreement

24.1 This Agreement constitutes the entire agreement between the parties relating to the Services and supersedes all previous discussions, negotiations, correspondence, representations, proposals and agreements, whether written or oral, relating to its subject matter.

24.2 Each party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, assurance or warranty that is not expressly set out in this Agreement.

24.3 Nothing in this Clause 24 shall limit or exclude any liability for fraud or fraudulent misrepresentation.

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# 25. Severance

25.1 If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed.

25.2 The remaining provisions shall continue in full force and effect.

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# 26. Waiver

26.1 No delay or failure by either party to exercise any right or remedy shall constitute a waiver of that right or remedy.

26.2 Any waiver shall be effective only if made expressly in writing.

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# 27. Third Party Rights

27.1 A person who is not a party to this Agreement shall have no right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

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# 28. Survival

28.1 The following clauses shall survive termination or expiry of this Agreement:

* Payment obligations;
* Intellectual Property;
* Ownership of the Website;
* Customer Data;
* Indemnity;
* Limitation of Liability;
* Confidentiality (where applicable);
* Governing Law; and
* Any provision which by its nature is intended to survive termination.

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# 29. Governing Law and Jurisdiction

29.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

29.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

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# 30. Abuse, Harassment and Threatening Behaviour

30.1 We are committed to maintaining a safe, respectful and professional working environment for our employees, contractors, agents and representatives.

30.2 We reserve the right to suspend or terminate the Services with immediate effect, without liability or compensation, where the Customer or any person acting on the Customer’s behalf engages in behaviour which we reasonably consider to be:

(a) abusive, threatening or intimidating;

(b) violent or involving threats of violence;

(d) offensive, insulting or deliberately offensive towards our employees, contractors, agents or representatives;

(e) fraudulent, dishonest or otherwise unlawful; or

(f) any other conduct which, in our reasonable opinion, creates an unacceptable risk to the health, safety, wellbeing or security of our personnel or business.

30.3 Where this Agreement is terminated under this Clause, all outstanding fees and charges shall become immediately due and payable.

30.4 Termination under this Clause shall not entitle the Customer to any refund, credit or compensation for any fees already paid.

30.5 We reserve all legal rights and remedies available to us, including the right to report any criminal conduct, threats of violence, harassment or malicious communications to the police or any other appropriate authority.

30.6 Nothing in this Clause limits any other right of suspension or termination available to us under this Agreement.

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# 31. Customer Responsibilities

31.1 The Customer shall:

(a) provide accurate, complete and up-to-date information reasonably requested by us;

(b) provide all content, approvals, instructions and feedback required for us to perform the Services within a reasonable time;

(d) obtain and maintain all licences, permissions and consents necessary for any Customer Content supplied to us;

(e) maintain the confidentiality of usernames, passwords and authentication credentials under the Customer’s control;

(f) maintain independent backups of any content or data the Customer considers important;

(g) comply with all applicable laws and regulations; and

(h) notify us promptly of any actual or suspected security breach or unauthorised access affecting the Services.

31.2 We shall not be liable for any delay or failure to perform the Services arising from the Customer’s failure to comply with this Clause.

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# 32. Customer Warranties

32.1 The Customer warrants and represents that:

(a) it has full authority to enter into this Agreement;

(b) all information supplied to us is accurate and complete;

(d) the Customer owns or has obtained all necessary rights to use the Customer Content;

(e) the Customer Content does not infringe the Intellectual Property Rights or other legal rights of any third party; and

(f) the Customer will comply with all applicable laws and regulations.

32.2 These warranties shall continue throughout the duration of the Website Subscription.

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# 33. Abandoned Projects

33.1 Where work requiring Customer input is delayed for more than ninety (90) consecutive days because the Customer has failed to provide information, approvals, content or instructions reasonably requested by us, we may suspend or close the project.

33.2 We reserve the right to invoice for all work completed up to the date of suspension.

33.3 Any subsequent request to recommence the project may be treated as a new project and charged at our prevailing rates.

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# 34. Software Updates and Maintenance

34.1 We may install software updates, plugin updates, operating system updates, security patches and maintenance releases where reasonably necessary to maintain the security, stability or compatibility of the Services.

34.2 Such updates may alter the appearance, functionality or compatibility of the website.

34.3 We shall not be liable for any changes reasonably required to maintain the security, stability or compatibility of the Services.

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# 35. Emergency Suspension

35.1 We may immediately suspend or restrict any part of the Services where reasonably necessary to:

(a) protect our systems or infrastructure;

(b) respond to a cyber security incident;

(d) comply with applicable laws or regulatory requirements;

(e) protect other customers;

(f) prevent excessive or abnormal resource usage; or

(g) preserve the integrity, security or availability of the Services.

35.2 Where reasonably practicable, we will notify the Customer following any emergency suspension.

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# 36. Fair Use

36.1 The Website Subscription is provided on a reasonable and fair use basis.

36.2 Where the Customer’s use of the Services materially exceeds that reasonably anticipated for the subscribed service, we reserve the right to:

(a) require the Customer to upgrade their subscription;

(b) charge additional fees for excessive usage;

(d) suspend the affected Services until the excessive usage has ceased.

36.3 Examples of excessive usage include, but are not limited to, excessive storage, bandwidth, email usage, database usage or server resource consumption.

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# 37. Confidentiality

37.1 Each party shall keep confidential all confidential information obtained from the other party in connection with this Agreement.

37.2 Neither party shall disclose confidential information except:

(a) where required by law;

(b) to professional advisers who are under a duty of confidentiality; or

37.3 This Clause shall survive termination or expiry of this Agreement.

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# 38. No Guarantee of Business Performance

38.1 While we shall exercise reasonable skill and care in providing the Services, we make no warranty or guarantee regarding:

(a) search engine rankings;

(b) website traffic;

(d) sales;

(e) revenue;

(f) business growth;

(g) conversion rates; or

(h) compatibility with future third-party software or services.

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# 39. Electronic Communications

39.1 The Customer agrees that we may communicate with the Customer by email regarding:

(a) invoices;

(b) subscription renewals;

(d) security notices;

(e) legal notices;

(f) technical support; and

(g) amendments to this Agreement.

39.2 Email communications shall satisfy any contractual requirement for written notice unless otherwise required by law.

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# 40. Independent Contractor

40.1 Nothing in this Agreement shall create or be deemed to create any partnership, joint venture, employment relationship or agency between the parties.

40.2 Each party acts solely as an independent contractor.

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# 41. Right to Refuse Work

41.1 We reserve the right to refuse any request for development work, website changes, software installation, content publication or any other services where we reasonably believe that the request:

(a) is unlawful;

(b) infringes the rights of any third party;

(d) is technically impracticable;

(e) conflicts with our business policies;

(f) would adversely affect our systems or those of other customers; or

(g) may expose us to legal or regulatory liability.

41.2 The exercise of our rights under this Clause shall not constitute a breach of this Agreement.

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# 42. Customer Content Following Termination

42.1 Following termination of the Services, we may permanently delete Customer Content after a reasonable period unless otherwise required by law.

42.2 It is the Customer’s responsibility to obtain any Customer Content they require before termination takes effect.

42.3 We shall not be liable for any loss arising from the deletion of Customer Content following termination in accordance with this Agreement.

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# 43. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Small Businesses Resources
1A Falcon Fields, Fambridge Road, Maldon, Essex CM9 6YP, England
Phone: 07532189385
Email: [email protected]
Site: https://www.smallbusinessesresources.com/

Originally Publised 13th June 2015

WEBSITE SUBSCRIPTION AGREEMENT

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