Terms and Conditions

STANDARD TERMS AND CONDITIONS OF BUSINESS
Kaizen Web Ltd (Trading as Kaizen Ltd)
Company Registration No: 17007703
Registered Address: 3 Hopfield Road, Moreton, CH46 9RH
Effective Date: February 2026

1. Definitions
   1.1 “Client”: a business customer (including a person acting for business purposes) requesting the services of Kaizen Web Ltd.
   1.2 “Developer”: Kaizen Web Ltd and its appointed agents, contractors, or employees.
   1.3 “Work”: the web design, development, hosting, maintenance, and associated services described in the Proposal and/or Scope of Work (“SoW”).
   1.4 “Content”: text, images, blog posts, products, and standard media uploads that do not alter the structural layout or functionality of the website.
   1.5 “Development”: structural changes, CSS/styling adjustments, backend logic, template modification, integrations, database changes, or feature implementation.
   1.6 “Deliverables”: the outputs described in the SoW (e.g., website, code repository, builds, documentation).
   1.7 “Staging”: a non-public environment provided for review/testing prior to Go-Live (where applicable).
   1.8 “Go-Live / Delivery”: the point at which the website is live on the Client’s domain and accessible by the public.
   1.9 “Major Browsers”: the current and immediately previous version of Google Chrome, Apple Safari, Microsoft Edge, and Mozilla Firefox (desktop). Mobile browsers are supported to the extent they use current underlying engines on current devices, unless the SoW states otherwise.
   1.10 “VAT”: value added tax as applicable under UK law.
   1.11 “Business Day”: Monday to Friday excluding UK public holidays.

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2. Rates, Scope of Work, and Timelines
   2.1 The Developer will provide the services detailed in the Proposal/SoW.
   2.2 Content Updates (as defined): billed at £30.00 per hour, charged in 1-hour increments.
   2.3 Design & Development (as defined): billed at £50.00 per hour (or a pre-agreed fixed day rate), charged in 1-hour increments unless otherwise agreed in writing.
   2.4 The Developer has the sole right to categorise a request as “Content” or “Development” based on the technical complexity required.
   2.5 Copywriting / SEO Strategy Excluded: Unless explicitly included in the SoW, copywriting, brand messaging, and SEO strategy are excluded. The Developer may implement basic SEO best practices (e.g., headings, metadata fields, performance fundamentals) but is not an SEO agency. Where requested, the Developer can help source copywriting/SEO services as a third-party cost under Clause 10.
   2.6 Timelines and dates: Any dates, schedules, or delivery estimates are guidelines only and are not a guarantee or promise of delivery by a specific date, particularly where progress depends on Client feedback, access, third-party systems, or scope changes. Timeline estimates are automatically extended by the duration of Client delays and/or third-party delays.
   2.7 Fixed/quoted prices and efficiency: Where a fixed/quoted price is agreed for a defined SoW, that price applies to the SoW as agreed. If the Developer delivers earlier than estimated, no refund or price reduction is due. If the project reasonably requires additional effort to deliver the agreed SoW (and this is not caused by scope change, Client delay, or third-party issues), the Developer will complete the SoW at the agreed price, absorbing reasonable additional internal costs.

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3. Change Control (Scope Changes)
   3.1 Any work outside the SoW must follow the change control process in this Clause.
   3.2 The Client may request a change in writing (email is sufficient). The Developer will respond with:
   (a) a categorisation (Content or Development);
   (b) an estimate of fees and any third-party costs; and
   (c) the expected impact on delivery dates/timeline.
   3.3 No scope change is binding until the Client approves it in writing. Once approved, the SoW and/or price/timeline are deemed varied accordingly.
   3.4 Mid-Build Changes: The Client acknowledges that changes requested mid-build may require rework and will affect price and delivery timelines.
   3.5 Content requests follow the same process; the Developer will estimate delivery timing and the billed hours.

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4. Payment Terms
   4.1 No credit accounts: The Developer does not offer credit accounts at this time. Work is provided against advance payments and/or invoices as set out below.
   4.2 Deposit (Project/Development Work): A non-refundable deposit of 50% of the total project value is required before any project/development work commences, unless otherwise agreed in writing.
   4.3 Final Balance (Project/Development Work): Final balance is due upon Delivery and in any event prior to Go-Live being performed (unless the parties agree otherwise in writing).
   4.4 Content-only work: Content-only requests are invoiced when the requested content work is completed (or at intervals if agreed), and are payable within the invoice due date. The 50% deposit model in Clauses 4.2–4.3 does not apply to content-only requests unless agreed in writing.
   4.5 Hosting and maintenance fees are billed monthly or annually in advance as agreed.
   4.6 Invoice Due Dates: All invoices are due within 14 days of issue unless stated otherwise on the invoice.
   4.7 VAT: All fees are exclusive of VAT unless expressly stated otherwise. VAT (if applicable) will be added at the prevailing rate.
   4.8 Late payments may incur interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
   4.9 Debt recovery: Where sums remain unpaid after the due date, the Developer may pursue recovery via debt collection agencies and/or legal action. The Client will be responsible for all reasonable costs of recovery, including agency fees, legal fees, and court costs, to the extent permitted by law, in addition to statutory interest and charges.
   4.10 No waiver by delay: A delay or failure to enforce payment, suspension, or recovery rights does not waive the Developer’s right to enforce them later.

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5. Delivery, Go-Live, Acceptance, and Third-Party/Client Delays
   5.1 Delivery Definition: Delivery occurs when the website is live on the Client’s domain and accessible by the public (Go-Live).
   5.2 The Developer will push the site live and, where required, update DNS settings.
   5.3 Client Access Requirement: The Client must provide timely, unobstructed access to registrar/DNS accounts, hosting logins, and any required credentials.
   5.4 No responsibility for third-party/client delays: The Developer is not responsible for delays caused by the Client, registrars, hosting providers, or any third party.
   5.5 Ready-to-Go-Live / Deemed Delivery (blocked access): Where the Developer is ready to Go-Live but is unable to proceed due to the Client’s failure to provide unobstructed access (including registrar/DNS/hosting credentials) or due to third-party delays outside the Developer’s control, the Developer will notify the Client in writing that the project is “Ready to Go-Live” and provide reasonable evidence of readiness (e.g., staging link, release notes, and Go-Live checklist). If Go-Live is not possible within 7 days of that notice due to such Client/third-party delay, the project will be deemed Delivered for invoicing purposes and the final balance will become due in accordance with Clause 4. The Developer will still perform Go-Live once access is provided and all outstanding sums are paid.
   5.6 Acceptance at Go-Live: The website is deemed accepted upon Go-Live.
   5.7 Defects window (30 days): For 30 calendar days after Go-Live, the Client may notify the Developer of defects that: (a) are reproducible; and (b) are directly attributable to the Developer’s work; and (c) constitute a failure to materially conform to the SoW. Requests for improvements, preferences, training/usage issues, or changes of mind are not defects and are treated as billable work under Clauses 2 and 3.
   5.8 Fixes within a reasonable time: The Developer will use reasonable efforts to remedy valid defects notified under Clause 5.7 within a reasonable time. The parties acknowledge that the time required depends on the nature and complexity of the defect and third-party dependencies.
   5.9 Reversion requests: If the Client requests a reversion (e.g., from a React build back to WordPress) or any platform change after Go-Live, this is treated as a scope change and billed at the applicable hourly/day rate, unless expressly included in the SoW.
   5.10 Authority to act: The Client authorises the Developer to make DNS, hosting, and email configuration changes reasonably necessary to deliver the Work, where the Client has provided access/credentials or written approval. Provision of credentials to the Developer constitutes authorisation for the Developer to perform the relevant changes.
   5.11 Propagation and deliverability: The Developer is not liable for delays or failures caused by DNS propagation, third-party routing, ISP filtering, spam filtering, or email deliverability issues outside the Developer’s reasonable control.

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6. Client Obligations & Project Dormancy
   6.1 The Client must provide necessary content, feedback, and credentials promptly to enable progress.
   6.2 Dormancy / Hold: If the Client fails to provide required feedback/content for 14 consecutive days (following a written request), the project may be placed on Hold. A £100 re-activation fee applies to cover rescheduling and administrative time.
   6.3 Extended unresponsiveness: If the Client remains unresponsive for 30 consecutive days after Hold notice, the Developer may terminate the project by written notice.
   6.4 Charges on termination for dormancy: On termination under Clause 6.3, the Client must pay (to the extent not already paid):
   (a) all fees for work completed up to termination;
   (b) any non-cancellable committed costs incurred; and
   (c) a reasonable admin/re-planning fee to reflect reserved capacity, capped at the remaining unpaid portion of the project price.
   6.5 Any deposit already paid will be credited against the amounts due under Clause 6.4 (but remains non-refundable).

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7. Intellectual Property (IP), Repositories, and Licence
   7.1 Client IP: The Client retains ownership of all Client-provided content, trademarks, and materials. The Client warrants it owns or is licensed to use anything it provides.
   7.2 Developer materials: The Developer retains ownership of pre-existing tools, templates, and know-how used in providing the Work, subject to the licence in Clause 7.4.
   7.3 Repository / handover: On full payment, the Developer will transfer or provide access to the project repository and deliverables (as applicable), and provide the Client with relevant logins/credentials that the Developer controls and that are required to manage the site, unless otherwise agreed.
   7.4 Licence to use: Upon full payment of all outstanding invoices, the Developer grants the Client a perpetual, non-exclusive licence to use, modify, and host the code for the Client’s own business purposes.
   7.5 Suspension of licence for non-payment: If invoices remain unpaid after the due date, the Developer may suspend the licence to use the Deliverables until payment is received.
   7.6 Client modifications / third-party changes: The Client may amend the code/configuration. The Developer is not liable for breakage, security vulnerabilities, or downtime resulting from changes made by the Client or third parties. Restorative work required due to such changes is billed at the Development rate (£50/hr).
   7.7 Proprietary components: The Developer may use internal reusable components and architectural patterns. The Client may use them within its website, but may not extract, resell, or license them as a standalone product or library.

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8. Data, Privacy, and Data Processing (Summary + Schedule)
   8.1 Roles: Depending on the Work, the Developer may act as a data processor (processing personal data on the Client’s instructions) and/or a data controller (for the Developer’s own business administration, billing, and service communications).
   8.2 Client warranties: The Client warrants it has lawful rights to provide all content and personal data supplied to the Developer and that it has provided any required notices/consents to end users.
   8.3 Hosting location / transfers: Client data may be stored and processed in the UK and/or EU data centres, using secure providers.
   8.4 Third-party platforms: Where the Client uses third-party platforms (e.g., Sanity, Supabase, plugin vendors), those services are provided under the Client’s direct agreement with that provider. The Developer is not responsible for those providers’ terms, security, compliance, or availability.
   8.5 What the Developer can provide: On request (and subject to any applicable fees), the Developer can provide CMS data the Developer hosts/controls, and (where applicable) database exports the Developer controls for sites hosted by the Developer (e.g., WordPress database exports). Data held directly within third-party platforms controlled by the Client must be obtained via the Client’s accounts with those providers.
   8.6 Assistive technologies: The Developer may use professional-tier assistive tools for code syntax and content optimisation. The Developer will not intentionally share sensitive Client data with such tools and will use settings intended to prevent data from being used to train public models where available and contractually supported.
   8.7 DPA schedule: The parties agree to the Data Processing Schedule at Schedule 1, which forms part of these Terms.
   8.8 Compliance and GDPR responsibilities:
   (a) The Client is responsible for determining the lawful basis for processing personal data on its website and for providing compliant privacy notices, cookie notices/consent mechanisms (where required), and retention/deletion policies.
   (b) Unless expressly included in the SoW, the Developer does not provide legal compliance advice (including GDPR/UK GDPR, PECR/cookie compliance, accessibility compliance, sector-specific compliance, or regulatory advice).
   (c) The Developer may implement technical measures requested by the Client (e.g., cookie banner tools, form changes, data export tools) as billable work unless included in the SoW, but responsibility for compliance remains with the Client.

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9. Hosting, Backups, Maintenance, and Suspension
   9.1 Infrastructure: Hosting is provided via enterprise-grade third-party infrastructure (e.g., VPS/VDS/Dedicated servers).
   9.2 Right to migrate: The Developer may migrate hosting environments to ensure performance/security. Where reasonably possible, migrations will be scheduled outside standard UK trading hours.
   9.3 Backups: The Developer performs weekly snapshots, retaining a maximum of 4 copies at any time. Additional backup frequency/retention is not included unless agreed in writing. The Client may arrange additional backups independently.
   9.4 No SLA unless agreed: Unless the SoW states otherwise, there is no uptime/service level agreement.
   9.5 Patching and updates: Security patching, plugin updates, and routine maintenance are the Client’s responsibility unless the Client purchases a maintenance package from the Developer.
   9.6 Suspension for non-payment: If hosting/maintenance invoices remain unpaid for more than 14 days past the due date, the Developer may suspend the website and associated services. The Developer is not liable for loss of business, data, or reputation during suspension.
   9.7 Data retention on suspension: Following suspension, the Developer will retain the Client’s data on its servers for up to 14 days. If payment is not received within that period, the Developer may delete the data and is not responsible for recovery.
   9.8 Reconnection / restore fees: A reconnection and/or restore fee may apply (quoted case-by-case) once payment is received.
   9.9 Security responsibilities:
   (a) The Client is responsible for the security of any credentials it controls (including registrar, DNS, CMS/admin accounts, email accounts, and third-party services), and for implementing appropriate access controls (including strong passwords and multi-factor authentication where available).
   (b) Unless the SoW expressly includes a maintenance/security package, the Client is responsible for ongoing security patching and updates for CMS cores, plugins, themes, libraries, and any third-party integrations used by the website.
   (c) The Developer is not responsible for security incidents arising from Client actions or omissions, including: weak/reused passwords, compromised email accounts, failure to enable MFA, installing untrusted plugins, disabling security controls, or changes made by the Client or third parties.
   9.10 Security incidents and remediation:
   (a) The Developer does not guarantee that the website or any hosting environment will be free from vulnerabilities, malware, or unauthorised access.
   (b) If the Client requests investigation, remediation, restoration, or hardening following a suspected or actual security incident, this work is billable at the applicable hourly/day rate unless a maintenance/security package expressly covers it.
   (c) Where backups are available under Clause 9.3, restoration may be possible, but the Developer does not warrant that restoration will recover all data or prevent recurrence, particularly where underlying credentials or third-party systems remain compromised.
   9.11 WordPress themes, plugins and add-ons: Where the website uses WordPress themes/plugins/add-ons, ongoing updates and compatibility are the Client’s responsibility unless a maintenance plan expressly includes them.
   9.12 Email services and end-user security:
   (a) Where the Developer provides or administers email services (including mailboxes, forwarding, DNS records such as SPF/DKIM/DMARC, and related configuration), the Developer will use reasonable care in providing those services but does not guarantee that email accounts, inboxes, devices, or networks will be free from phishing, social engineering, credential theft, malware, or unauthorised access.
   (b) The Client is responsible for: (i) user security practices; (ii) device and network security (including antivirus/EDR, patching, and backups); (iii) access control and password hygiene; and (iv) enabling multi-factor authentication where available and appropriate.
   (c) The Developer is not liable for losses arising from phishing, social engineering, or compromise of Client-controlled credentials, devices, or networks, including any resulting access to third-party systems (e.g., banking, SaaS, advertising accounts), except to the extent directly caused by the Developer’s breach of these Terms.
   (d) Any investigation, remediation, coordination with third parties, mailbox resets, rule/audit checks, or hardening requested by the Client following a suspected or actual incident is billable at the applicable hourly/day rate unless a maintenance/security package expressly covers it.
   (e) Client-provided DNS/MX information: Where email continuity depends on existing DNS/MX records or mail routing outside the Developer’s control, the Client must provide accurate current records and any provider-specific requirements in writing. The Developer is not liable for disruption caused by inaccurate or incomplete information supplied by the Client or by third-party email providers, except to the extent directly caused by the Developer’s breach of these Terms.

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10. Third-Party Costs, Accounts, and Merchant of Record
    10.1 Costs for third-party services (domains, premium plugins, SaaS, fonts, quotas) are not included unless stated in the SoW.
    10.2 Account ownership: The Client will own and control third-party accounts wherever reasonably possible. In some cases, services may require the Developer to purchase or manage them; if so, this will be disclosed in writing.
    10.3 Merchant of record: Unless agreed otherwise, the Client is the merchant of record for third-party services and is responsible for their ongoing payment and compliance with third-party terms.
    10.4 If the Developer pays a third-party cost on the Client’s behalf, the Client must reimburse it immediately upon invoice.

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11. Testing, Snagging & Browser Support
    11.1 Snagging period: Where a staging/beta site is provided, the Client should test and provide feedback promptly.
    11.2 Defects window governed by Clause 5.7: Defects reporting after Go-Live is governed by Clause 5.7.
    11.3 Browser compatibility: The Developer supports the latest two versions of Major Browsers. Legacy browsers are excluded unless agreed in writing.
   11.4 Remedies and refunds (rectification first):
    (a) If the Deliverables materially fail to conform to the SoW due to the Developer’s fault, the Client must notify the Developer in writing with reasonable detail. The Developer will have a reasonable opportunity to remedy the non-conformity.
    (b) No refunds as a general policy: Refunds are not provided as a general policy. A refund (full or partial) will only be considered where remedy is not reasonably possible within a reasonable time and the issue is materially attributable to the Developer, and the Client has provided reasonable cooperation. Any refund, if agreed, will be limited to the portion of fees paid for the affected part of the Work.
    (c) Change of mind / capability / preference is not a basis for non-payment: The Client remains responsible for payment if it changes its mind (including preference for a different platform/stack, inability to operate a chosen solution, or internal business decisions). Any rework, platform change, or reversion requested by the Client is chargeable under Clauses 2 and 3.

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12. Portfolio Rights and Credit
    12.1 The Client grants the Developer the right to display the. project in the Developer’s portfolio and marketing materials, excluding confidential information.
    12.2 The Client agrees to retain a small, unobtrusive credit link in the footer (e.g., “Designed by Kaizen”).
    12.3 Opt-out: The Client may request removal of the footer credit in writing, and the Developer will remove it within a reasonable time.

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13. Limitation of Liability
    13.1 Nothing in these Terms limits or excludes liability for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other liability that cannot lawfully be limited or excluded.
    13.2 Subject to Clause 13.1, the Developer is not liable for:
    (a) indirect or consequential losses;
    (b) loss of profit, revenue, business, goodwill, reputation, or anticipated savings;
    (c) loss or corruption of data where the Client has not maintained appropriate backups and/or where loss arises from third-party systems beyond the Developer’s control;
    (d) delays or failures caused by third parties (registrars, payment providers, SaaS vendors) or the Client’s failure to provide timely access/content/feedback;
    (e) security breaches, hacking, malware, or unauthorised access resulting from Client-controlled credentials, Client configuration choices, failure to maintain updates/patching, or third-party services outside the Developer’s control;
    (f) compromise of the Client’s devices, networks, or third-party accounts arising from phishing, social engineering, or credential theft.
    13.3 Hosting claims cap: The Developer’s total aggregate liability for any claims arising from hosting/infrastructure (including outages or data loss) is capped at 12 months of hosting fees paid by the Client.
    13.4 Project/Development claims cap: The Developer’s total aggregate liability for any claims arising from the project/design/development work is capped at the total project fees paid by the Client for that project. For clarity, this cap is a limit on potential liability and does not create any automatic entitlement to a refund. Any remedial work and any refund considerations (if any) are governed by Clause 11.4.
    13.5 The Client acknowledges these caps reflect the fees charged and the allocation of risk.
    13.6 Client indemnity (limited): The Client will indemnify the Developer against reasonable losses, damages, costs, and expenses arising from: (a) Client-provided content infringing third-party rights; or (b) the Client’s breach of Clause 8.8 (compliance responsibilities), except to the extent caused by the Developer’s breach of these Terms.
    13.7 No guarantee of outcomes: The Developer does not guarantee sales, leads, search rankings, advertising performance, conversion rates, or security outcomes. The Developer’s obligations are to provide the Work as described in the SoW with reasonable care and skill.

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14. Termination
    14.1 Termination by Client: If the Client terminates after the deposit is paid but before Delivery, the deposit is non-refundable. The Client must also pay for all work completed up to termination and any non-cancellable committed costs, to the extent not already covered by the deposit.
    14.2 Termination by Developer (for cause): The Developer may terminate immediately by written notice if the Client:
    (a) materially breaches these Terms and fails to remedy within 7 days of notice;
    (b) is abusive, threatening, or obstructive in a way that prevents performance;
    (c) fails to pay invoices within 14 days of the due date;
    (d) triggers termination under the dormancy provisions in Clause 6; or
    (e) the Developer reasonably believes, based on credible information from reputable sources, that the Client (or its directors/owners) has engaged in, is engaging in, or is reasonably suspected of engaging in: unlawful discrimination; human trafficking/forced labour; modern slavery; serious harassment or violence; bribery/corruption; sanctions breaches; money laundering; or other serious unlawful or unethical conduct such that continued association would likely damage the Developer’s reputation.
    14.2.1 Effect of termination under 14.2(e): On termination under Clause 14.2(e), the Developer will have no obligation to continue providing services. The deposit remains non-refundable, and the Client must pay all fees for work performed up to termination and any non-cancellable committed costs. Any further refunds are excluded to the extent permitted by law.
    14.2.2 Effect of termination under 14.2(a)–(d): On termination under Clauses 14.2(a)–(d), the Client must pay all fees due for work completed and any non-cancellable committed costs. The deposit remains non-refundable.
    14.3 Termination by Developer (for convenience): The Developer may terminate for convenience on 14 days’ written notice. In that event, the Client will pay for work completed and any non-cancellable committed costs up to the termination date. Any unused portion of fees already paid for work not. performed will be refunded.
    14.4 Data handover fee (minimum): Where the Client requests data handover or packaging of Deliverables beyond standard repository transfer (including exports, archives, migration packaging, documentation collation, or coordinated handover to a third party), the Developer may charge a minimum fee of £200, with additional time billed at the applicable hourly rate where the request exceeds a reasonable amount of work.
    14.5 Termination does not affect rights accrued before termination.

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15. Notices
    15.1 Notices may be given by email to admin@kaizenweb.co.uk and will be deemed received on the next Business Day, provided no bounce-back is received. Notices may also be sent to the registered address above.

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16. General
    16.1 Subcontracting: The Developer may subcontract parts of the Work but remains responsible for its obligations under these Terms.
    16.2 Force majeure: Neither party is liable for failure caused by events beyond reasonable control.
    16.3 Entire agreement: These Terms and the SoW form the entire agreement, superseding prior discussions.
    16.4 Severability: If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder remains in force.
    16.5 Variation: Any variation must be agreed in writing.
    16.6 Waiver: A failure to enforce is not a waiver of future enforcement.
    16.7 Assignment: The Client may not assign or transfer its rights/obligations without the Developer’s prior written consent.
    16.8 Harmful Content: The Developer may refuse to publish or host content that is unlawful, defamatory, discriminatory, or otherwise reasonably likely to cause harm or reputational damage, and such refusal will not be a breach.
    16.9 No personal liability / no recourse: The Client agrees that this agreement is made solely with Kaizen Web Ltd. To the fullest extent permitted by law, the Client shall not bring any claim against any director, officer, employee, contractor, or agent of the Developer in their personal capacity in connection with the Work or this agreement (whether in contract, tort (including negligence), misrepresentation or otherwise). Nothing in this clause limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or fraudulent misrepresentation.
    16.10 Authority / reliance: The Client agrees it has not relied on any statement or representation not set out in this agreement or the SoW, and acknowledges that no person other than an authorised signatory of the Developer has authority to bind the Developer.
    16.11 Tools, subcontractors, and methods:
    (a) The Developer may use subcontractors and third-party tools (including code, hosting, analytics, and professional assistive/AI tools) to perform the Work. Examples may include (without limitation) providers such as OpenAI and Anthropic, along with hosting and infrastructure providers.
    (b) The Client acknowledges that the Developer’s internal processes, prompts, reusable components, workflows, and methods constitute the Developer’s confidential information and trade secrets. The Developer is not required to disclose internal methods, configurations, supplier pricing, prompts, or operational details beyond what is necessary to deliver the Work and meet agreed specifications.
    (c) The Client agrees that it has no right to audit or obtain the Developer’s internal tool configurations, prompts, or supplier terms, except to the extent required by applicable law.
    (d) No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    16.12 Order of precedence: If there is any conflict, the following order applies: (1) the signed SoW/Proposal (including any special terms); (2) these Terms; (3) any other documents.
    16.13 Confidentiality: Each party must keep the other’s confidential information confidential and use it only to perform the agreement. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law. Confidential information may be disclosed to a party’s lawyers, accountants, insurers, and subcontractors as necessary, provided they are bound by confidentiality obligations.
    16.14 Authority to sign / incorporation: The person signing the SoW/Proposal confirms they have authority to bind the Client. The Client acknowledges that these Terms were made available prior to signature and are incorporated into the agreement.

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17. Governing Law
    17.1 These Terms are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

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Schedule 1 — Data Processing Schedule (DPA Summary)
A. Subject matter & duration: processing personal data as needed to perform the Work and for the duration of the services (and any lawful retention thereafter).
B. Nature & purpose: hosting, maintaining, developing, troubleshooting, and supporting the Client’s website and related systems; plus the Developer’s internal admin (controller).
C. Types of personal data: may include names, emails, IP addresses, contact form submissions, and site usage data depending on the site.
D. Categories of data subjects: Client staff and the Client’s end users/customers (as applicable).
E. Processor obligations (where applicable): process only on documented instructions; implement appropriate security measures; ensure confidentiality; use sub-processors for hosting/infrastructure; assist with data subject requests to the extent reasonably possible; notify the Client of personal data breaches without undue delay where the Developer is acting as processor and becomes aware of a breach affecting the Client’s processed data.
F. International transfers: processing/storage may occur in the UK and/or EU.