Business Terms and Conditions

These terms and conditions (“Terms”) govern the supply of services by Vanilla Websites (“Vanilla Websites”, “we”, “us”, “our”) to the client identified in the relevant proposal, quote, order, invoice, accepted email instruction, or other written agreement (“Customer”, “you”, “your”).

They are written for business customers only and are intended to set out the working arrangement clearly and fairly from the outset.

1. Business Customers Only

1.1 These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft, or profession.

1.2 By instructing Vanilla Websites, you confirm that:

• you are acting in the course of business;
• you are not acting as a consumer;
• you have authority to bind the business or organisation on whose behalf you are acting.

1.3 We do not contract with consumers under these Terms. If you are a consumer, or if a transaction is later alleged to be business-to-consumer, these Terms do not apply as a consumer contract offer and Vanilla Websites may decline to proceed unless separate written consumer terms are agreed.

2. Contract Formation and Order of Precedence

2.1 A contract is formed when the earliest of the following occurs:

• you accept a quote or proposal in writing;
• you ask us to begin work;
• you pay a deposit, setup fee, hosting fee, or any other invoice;
• you otherwise instruct us to supply services.

2.2 The contract between us is made up of, in this order of precedence:

• any signed proposal, statement of work, or accepted written quotation;
• any project-specific written variation agreed by both parties;
• these Terms.

2.3 Marketing pages, informal estimates, calls, messages, and pre-contract discussions are not binding contract terms unless expressly incorporated in writing.

3. Services

3.1 Services may include website design, web development, hosting, maintenance, support, optimisation, migrations, domain administration, search visibility work, design-related work, troubleshooting, and related digital services.

3.2 Unless expressly included in writing, the Services do not include:

• unlimited revisions;
• continuous availability outside an agreed support arrangement;
• source-code handover, repository access, internal tooling, or build systems;
• legal, compliance, copywriting, SEO ranking guarantees, or marketing-performance guarantees;
• third-party costs, licences, subscriptions, advertising spend, or registrar fees.

3.3 Any timescales, phases, or milestone dates are estimates unless expressly stated in writing to be fixed deadlines.

3.4 In practice, this means the written proposal, quote, invoice, or agreed package defines what is included. If something is not clearly included there, it should be treated as outside scope unless we confirm otherwise in writing.

4. Customer Responsibilities

4.1 The Customer shall:

• provide timely decisions, approvals, feedback, access credentials, content, technical information, and any materials reasonably required by us;
• ensure that all materials supplied to us may lawfully be used for the intended purpose;
• review work and notify us promptly of any errors, omissions, or requested corrections;
• maintain appropriate internal backups of its own records, data, and business assets;
• ensure that any person instructing us on its behalf has authority to do so.

4.2 Delays caused by the Customer, its staff, its contractors, or its third-party providers may move delivery dates, support windows, milestone dates, and completion estimates accordingly.

5. Scope, Changes, and Out-of-Scope Work

5.1 The Services are limited to the scope expressly described in the accepted proposal, quote, invoice, or written instruction.

5.2 Any request outside the agreed scope may be treated as a variation and charged at the current hourly rate, fixed fee, or other rate agreed in writing.

5.3 Reasonable refinements within the agreed scope may be included where stated in the relevant proposal or package, but repeated redesign, material rework, or significant changes of direction may be treated as additional work.

5.4 Unless otherwise agreed in writing, any quoted price is based on the scope and assumptions known at the time of quote.

6. Fees, Invoicing, and Payment Terms

6.1 Fees are as set out in the relevant proposal, quote, invoice, package page, or other written agreement.

6.2 Deposits, setup fees, milestone payments, hosting fees, support retainers, and care-plan charges must be paid in accordance with the relevant invoice or agreed payment schedule.

6.3 Unless otherwise stated in writing, invoices are due within 7 days of issue.

6.4 Vanilla Websites may:

• require payment in advance;
• pause work until overdue amounts are cleared;
• require cleared funds before publication, transfer, launch, handover, migration, or reinstatement.

6.5 Time-based work is billed at the applicable hourly rate, rounded up to the nearest 15 minutes unless otherwise agreed in writing.

6.6 All sums are exclusive of VAT unless expressly stated otherwise.

6.7 The Customer may not withhold, set off, or counterclaim against any invoice except where required by law or agreed by us in writing.

6.8 Where a project is broken into milestones, each milestone payment is treated as payment for the work carried out, time reserved, and delivery capacity allocated up to that stage.

7. Late Payment and Recovery

7.1 If any invoice is overdue, Vanilla Websites may charge:

• statutory interest;
• fixed compensation; and
• reasonable debt-recovery costs,

in each case to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998 and related regulations.

7.2 We may also suspend work, support, hosting, administrative access, publication, transfers, renewals, or any other Services until all overdue sums are paid in full.

8. Non-Refundability

8.1 Except where we agree otherwise in writing, fees are non-refundable once the relevant work slot, support period, hosting period, service period, or delivery capacity has been reserved, started, or used.

8.2 Payments made for completed milestones, completed work, time reserved in the schedule, hosting periods, support periods, or service periods already commenced are non-refundable.

8.3 Cancellation or early termination does not entitle the Customer to a refund for:

• work already carried out;
• time already reserved or allocated;
• services already supplied;
• current or elapsed hosting, maintenance, support, or subscription periods.

8.4 This reflects the fact that Vanilla Websites reserves time, turns away other work, incurs third-party costs, and commits delivery capacity in reliance on the Customer’s instruction.

9. Hosting, Maintenance, and Care Plans

9.1 Hosting, maintenance, care, and support services are supplied under the package shown in the accepted quote, proposal, invoice, or current written plan applicable to that Customer.

9.2 Annual hosting fees are non-refundable for the relevant annual term once invoiced or paid.

9.3 Monthly hosting or care-plan fees are non-refundable for the current billing cycle once that billing cycle has started. Cancellation before the next renewal date stops the next renewal only.

9.4 Any support, edit, optimisation, or design time included within a monthly package is an allowance for that billing cycle only. It does not roll over, accrue, convert into credit, or carry any cash value.

9.5 Included time may be used for communication, investigation, testing, implementation, deployment, supplier liaison, and issue handling directly related to the request or problem being addressed.

9.6 Unless expressly included in writing, the following are outside any monthly allowance and may be charged separately:

• new page builds;
• redesigns or rebrands;
• new functionality or custom development;
• third-party integrations;
• content production or copywriting;
• asset creation or preparation beyond simple swaps;
• recovery work caused by client action, third-party action, malware, software conflicts, or external service failure.

10. Suspension and Refusal of Service

10.1 Vanilla Websites may suspend or restrict any part of the Services immediately where reasonably necessary due to:

• non-payment or anticipated non-payment;
• abuse, harassment, threatening conduct, or persistently unreasonable behaviour;
• unlawful content or unlawful use;
• security risk or suspected compromise;
• refusal to cooperate with essential technical or security steps;
• misuse of hosting, server, domain, email, or website resources;
• conduct that exposes us, our suppliers, or our infrastructure to legal, reputational, or operational risk.

10.2 Where the issue is capable of remedy and immediate suspension is not reasonably required, we may give the Customer an opportunity to remedy the issue before terminating.

10.3 Vanilla Websites may decline to continue a project where the Customer repeatedly fails to engage, provide required materials, respond within a reasonable time, or approve work needed for progress.

10.4 Where Services are suspended, deadlines, milestone dates, response times, and completion estimates may move accordingly.

11. Termination

11.1 Either party may terminate a project or recurring service by written notice, subject to any minimum term, prepaid period, notice period, or committed milestone already agreed.

11.2 Vanilla Websites may terminate immediately by written notice if:

• the Customer materially breaches the contract and fails to remedy that breach within a reasonable period after notice, where the breach is capable of remedy;
• the Customer becomes insolvent, ceases trading, or appears unable to pay debts as they fall due;
• the Customer engages in abusive, unlawful, fraudulent, defamatory, or threatening conduct;
• continued supply would expose us or our suppliers to material legal, reputational, or operational risk.

11.3 Termination shall not affect accrued rights, remedies, payment obligations, or clauses intended to survive termination.

12. Consequences of Termination

12.1 On termination or suspension, Vanilla Websites may:

• stop work immediately;
• remove or restrict administrative access;
• pause hosting or related services;
• withhold publication, transfer, migration, renewal, or release of materials until all sums due are paid.

12.2 All outstanding sums for work carried out, time reserved, committed phases, current hosting periods, current support periods, and third-party costs incurred up to termination become immediately due.

12.3 Where we host the website or related services, we may retain website files for a limited period after termination at our discretion. Unless otherwise agreed in writing, we are not obliged to retain any files, databases, backups, emails, domains, or assets beyond 30 days after termination or suspension.

12.4 The Customer is responsible for requesting any agreed transfer, export, or transition assistance before the end of any retention period and for paying all related fees in advance.

13. Domains, DNS, and Third-Party Services

13.1 Domain names, DNS, email, hosting, CDN, payment gateways, plugins, APIs, and other third-party services are subject to the terms, policies, pricing, and operational limits of the relevant third party.

13.2 Where Vanilla Websites administers a domain on the Customer’s behalf, we may refuse transfer, release, renewal, or registrar changes until all outstanding fees, third-party charges, and any published transfer/admin fee are paid in full.

13.3 Vanilla Websites is not liable for delay, outage, pricing changes, account suspension, product withdrawal, policy changes, or data loss caused by third-party services outside our reasonable control.

13.4 Where domain, DNS, registrar, or cloud accounts are controlled by the Customer or its third party, the Customer is responsible for providing timely access and approvals needed for us to perform the Services.

13.5 Any transfer, migration, registrar change, DNS update, or third-party handover work may be charged at the current rate unless expressly included in writing.

14. Intellectual Property and Licensing

14.1 All pre-existing rights, know-how, methods, templates, frameworks, reusable components, systems, build tooling, scripts, repositories, deployment processes, and other materials owned or developed by Vanilla Websites outside the specific commissioned deliverable remain our exclusive property.

14.2 Unless expressly agreed otherwise in writing, the Customer is granted only a limited, non-exclusive, non-transferable, revocable licence to use the final delivered output for the Customer’s own business purposes and the agreed website or project.

14.3 No licence arises until all sums due to Vanilla Websites have been paid in full.

14.4 The Customer has no right to:

• source code;
• repositories;
• editable design source files;
• command-line tooling;
• build systems;
• deployment systems;
• internal documentation,

unless expressly included in writing.

14.5 If hosting, support, or access to proprietary Vanilla Websites systems is part of the arrangement, any related licence continues only while the relevant fees are fully paid and the arrangement remains active.

14.6 The Customer shall not reverse engineer, copy, resell, sublicence, or reuse Vanilla Websites’ proprietary materials beyond the scope of the licence granted.

14.7 Nothing in these Terms transfers ownership of Vanilla Websites’ methods, systems, infrastructure, reusable code, or internal tooling to the Customer unless we expressly agree otherwise in writing.

15. Customer Materials and Warranties

15.1 The Customer warrants that any text, images, video, branding, logos, documents, datasets, code, credentials, and other materials supplied to Vanilla Websites may lawfully be used, processed, hosted, adapted, published, and displayed for the purposes of the Services.

15.2 The Customer shall indemnify Vanilla Websites against claims, losses, costs, and liabilities arising from materials, instructions, or content supplied by or on behalf of the Customer that infringe third-party rights or breach applicable law.

16. Reviews, Testing, and Acceptance

16.1 The Customer is responsible for reviewing deliverables, staging sites, content, forms, functionality, and publication-ready work before launch or approval.

16.2 Unless another period is agreed in writing, work shall be treated as accepted on the earliest of:

• written approval from the Customer;
• live launch at the Customer’s request or with its approval;
• use of the deliverable in production;
• 5 business days passing after delivery or review request without a written list of material defects.

16.3 Acceptance does not remove our obligation to correct defects that are within scope and properly notified during any agreed review period, but it does confirm general approval of the work delivered at that stage.

16.4 Minor issues, preference changes, or new ideas raised after acceptance may be treated as additional work rather than defects.

17. SEO, Rankings, Performance, and Third-Party Outcomes

17.1 Vanilla Websites does not guarantee search engine rankings, traffic levels, conversion rates, campaign performance, platform approvals, uptime percentages, or business outcomes.

17.2 Metrics and performance may be affected by third-party platforms, competitors, algorithms, customer decisions, hosting environments, plugins, data quality, market conditions, and other factors beyond our reasonable control.

18. Security, Compliance, and Self-Managed Changes

18.1 The Customer remains responsible for its own legal compliance, policies, notices, consent mechanisms, regulated-content obligations, and business operations, including compliance with data protection, marketing, payment, accessibility, industry, and sector-specific rules applicable to its business.

18.2 Vanilla Websites may provide practical guidance, but we do not provide legal advice and do not accept responsibility for the Customer’s legal or regulatory compliance obligations.

18.3 If the Customer self-manages the website, changes settings, uploads files, installs software, changes DNS, grants third-party access, or otherwise alters the environment, the Customer accepts responsibility for resulting instability, downtime, security issues, or incompatibility.

18.4 Vanilla Websites may charge for investigation, recovery, repair, remediation, rollback, or reinstatement work caused by customer action, third-party action, malware, compromised credentials, unsupported software, or out-of-scope requests.

18.5 If we reasonably believe that continued operation of a website, integration, or feature creates a material security or compliance risk, we may disable or restrict the affected part until the issue is resolved.

19. Administrative Access and Recordings

19.1 During service provision, Vanilla Websites may retain administrative, hosting, registrar, deployment, analytics, or other access reasonably required to provide, secure, maintain, migrate, monitor, or troubleshoot the Services.

19.2 Vanilla Websites may record calls or retain written communications for contractual, training, security, dispute-resolution, or quality-assurance purposes, subject to applicable data protection law and our privacy information.

20. Confidentiality and Data Protection

20.1 Each party shall keep confidential the other party’s confidential information and shall not disclose it except where reasonably required for performance of the contract, to professional advisers, to suppliers on a need-to-know basis, or where required by law.

20.2 This clause does not apply to information that is public through no breach, was already lawfully known, or is lawfully obtained from a third party without restriction.

20.3 Where Vanilla Websites processes personal data on the Customer’s behalf as a processor, the parties shall enter into any additional data-processing terms reasonably required by applicable data protection law.

20.4 The Customer acknowledges that a separate privacy notice and, where appropriate, a controller/processor agreement may be required in addition to these Terms.

21. Marketing and Portfolio Use

21.1 Unless expressly agreed otherwise in writing, Vanilla Websites may identify the Customer as a client and may display completed, publicly launched work in our portfolio, proposals, case studies, and marketing materials.

21.2 We will use reasonable discretion not to disclose confidential information or unpublished materials without permission.

22. Warranties and Disclaimers

22.1 Vanilla Websites warrants that the Services will be provided with reasonable care and skill.

22.2 Except as expressly stated in these Terms or any signed written agreement, all other warranties, representations, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

22.3 In particular, we do not warrant that any website, server, integration, plugin, external service, or deployment will be uninterrupted, error-free, future-proof, immune from degradation, or compatible with every third-party system.

23. Limitation of Liability

23.1 Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot lawfully be excluded or limited.

23.2 Subject to clause 23.1, Vanilla Websites shall not be liable for any:

• indirect or consequential loss;
• loss of profit;
• loss of revenue;
• loss of business;
• loss of goodwill;
• loss of anticipated savings;
• loss of opportunity;
• loss or corruption of data;
• business interruption,

whether arising in contract, tort, negligence, statutory duty, or otherwise.

23.3 Subject to clauses 23.1 and 23.2, Vanilla Websites’ total aggregate liability arising out of or in connection with the Services, contract, or relationship with the Customer shall not exceed the total fees actually paid by the Customer to Vanilla Websites under the relevant statement of work, proposal, package, or service arrangement during the 12 months preceding the event giving rise to the claim, or GBP 5,000, whichever is lower.

23.4 The limitations in this clause apply even if a remedy fails of its essential purpose.

23.5 The Customer is responsible for maintaining appropriate insurance cover for its own business, operations, content, data, users, and commercial risks.

24. Force Majeure

24.1 Vanilla Websites shall not be in breach of contract or liable for delay, failure, outage, or interruption caused by events outside our reasonable control, including supplier failure, power outage, cyber incident, network failure, internet outage, registrar or platform action, cloud outage, industrial action, severe weather, fire, flood, war, epidemic, pandemic, governmental action, or denial of service.

24.2 We may suspend, reschedule, or re-scope the Services where reasonably necessary because of a force majeure event.

25. Entire Agreement and General Provisions

25.1 The contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior drafts, discussions, representations, and understandings, except in the case of fraud.

25.2 No waiver is effective unless in writing. A failure or delay to exercise a right does not waive that right.

25.3 If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

25.4 The Customer may not assign, transfer, subcontract, or otherwise dispose of any rights or obligations under the contract without our prior written consent. Vanilla Websites may use employees, contractors, and suppliers to perform the Services and may assign the benefit of invoices and receivables.

25.5 A person who is not a party to the contract has no right to enforce it, except where a relevant third-party right is expressly stated in writing.

26. Governing Law and Jurisdiction

26.1 These Terms and any dispute or claim arising from them, the Services, or the relationship between the parties shall be governed by the law of England and Wales.

26.2 The courts of England and Wales shall have exclusive jurisdiction, except that Vanilla Websites may bring proceedings for unpaid invoices, injunctive relief, or protection of intellectual property in any court of competent jurisdiction.