Terms & conditions.

These terms and conditions ("Terms") set out the basis on which Midlands Code Lab Ltd, a company registered in England and Wales (company number 17278808) whose registered office is at 1 Burrough Court, Burrough on the Hill, Melton Mowbray, LE14 2QS ("we", "us", "our"), provides website design, web development, application development, AI and automation, data migration, social media management, outbound sales and consultancy services. They apply together with the proposal or order form we provide and that you accept.

These Terms are written for customers buying our services for their business. If you are a consumer (an individual buying wholly or mainly outside your trade, business, craft or profession), different legal rights apply and these Terms are not suitable, please contact us before placing an order.

1. Definitions

"Agreement" means the agreement between you and us, made up of the Order Form, these Terms and any Schedules. "Order Form" (or "Proposal") means the proposal or order form setting out the Services, Deliverables, Fees and any specific terms for your project. "Services" means the services described in the Order Form. "Deliverables" means the website, application, designs, code, content and other materials we create specifically for you, but not the Background IP or Third-Party Materials. "Background IP" means the frameworks, libraries, components, code, templates, tools, design systems, methods and know-how we own or develop independently of the Agreement. "Third-Party Materials" means materials owned by third parties used with or built into the Deliverables, such as software, plugins, themes, fonts, images, hosting, AI models and AI services. "Care Plan" means an ongoing website care and maintenance service. "Subscription Plan" means our no-upfront website subscription, where the build, hosting, care and any periodic redesign are bundled into a single monthly Fee, as described in Schedule 4. "Consultancy Services" means consultancy or advisory services, as described in Schedule 5. "Outbound Services" means our managed outbound sales service, as described in Schedule 6. "Social Media Plan" means an ongoing social media management service, as described in Schedule 7. "Fees" means the charges set out in the Order Form. "IPR" means copyright, design rights, trade marks, database rights and all other intellectual property rights, registered or unregistered, anywhere in the world.

2. The contract between us

2.1 The Agreement is made up of the Order Form, these Terms and any Schedules. If there is any conflict, these Terms take priority over the Schedules. The Order Form takes priority over both, but only where it expressly identifies the clause or Schedule provision it is varying; general wording in an Order Form does not override these Terms.

2.2 A binding Agreement is formed on the earliest of: you signing or confirming acceptance of the Order Form in writing (including by email); you paying the deposit; or us starting work at your request.

2.3 These Terms apply to the exclusion of any other terms you try to impose or incorporate, or which might be implied by trade, custom, practice or course of dealing.

2.4 Unless we say otherwise, a Proposal or quotation is valid for 30 days and is not an offer we are bound to accept.

2.5 We may update these Terms from time to time. The version that applies to your Agreement is the version published on this website (or given to you with your Order Form) on the date your Order Form is accepted. Updating these Terms does not change an Order Form already in place, which continues under the version that applied when you accepted it.

3. Our services and deliverables

3.1 We will provide the Services and Deliverables described in the Order Form with reasonable care and skill.

3.2 The Order Form defines what is included. Anything not expressly included is out of scope and, if you want it, will be quoted and agreed separately under clause 7.

3.3 We may make minor changes that do not materially reduce the quality or scope of the Deliverables, for example to reflect changes in third-party software or to improve security or performance.

4. Your responsibilities

4.1 You will provide, promptly and in a usable format, all content, information, approvals and access we reasonably need ("Client Materials").

4.2 You will nominate one person with authority to give approvals, and will respond to our requests for content, feedback or approval within 5 working days unless we agree otherwise.

4.3 You are responsible for the accuracy of Client Materials and for checking proofs and Deliverables before they go live.

4.4 You confirm that you own or are licensed to use all Client Materials, and that our use of them as you instruct will not infringe any third party's rights or break any law. You will indemnify us against any claim, loss or cost arising from the Client Materials or your breach of this clause 4.

4.5 If you do not meet these responsibilities, we are not responsible for any resulting delay, and we may charge reasonable additional Fees for extra work, standing time or rescheduling.

5. Project process, revisions and acceptance

5.1 We will carry out the project in the stages set out in the Order Form (for example discovery, design, build, testing and launch).

5.2 The Order Form states how many rounds of revisions are included. Unless it says otherwise, two rounds of reasonable revisions are included at the design stage. New features or a change of direction are change requests under clause 7.

5.3 You will approve, or ask for revisions to, each stage within 5 working days. If you do not respond within that time, the stage is treated as approved so the project can continue.

5.4 On completion we will make the Deliverables available for your review. You must tell us about any defect within 14 days. If you do not, or if you start using the Deliverables in your live business, the Deliverables are treated as accepted. Acceptance does not affect your rights under clause 15.

6. Timescales

6.1 Any dates we give are estimates based on the information available and on you meeting your responsibilities. They are not guaranteed, and time is not of the essence for our performance.

6.2 We are not responsible for delays caused by you, by your suppliers, or by third parties or events outside our reasonable control.

7. Changes to scope

7.1 Either of us may request a change to the scope, Services or Deliverables. A change only takes effect once it is agreed in writing.

7.2 Before carrying out a change, we will tell you its effect on the Fees and timescales. Additional work is charged at our then-current day rate unless we agree a fixed price.

8. Fees and payment

8.1 The Fees are set out in the Order Form.

8.2 We are not currently registered for VAT, so the Fees are stated without VAT. If we become VAT-registered, VAT will be added at the rate in force at the time.

8.3 Unless the Order Form says otherwise, our standard payment terms for a build are: 50% of the Fees as a deposit, payable before we begin work; and the remaining 50% on completion, before the Deliverables go live or final files are handed over.

8.4 The deposit is non-refundable, except where we have not started or are unable to carry out the work for reasons within our control. The deposit reserves your project in our schedule.

8.5 Care Plan Fees are payable monthly in advance (see Schedule 2).

8.6 Subscription Plan Fees are payable monthly in advance from the start date, with nothing payable upfront (see Schedule 4).

8.7 Unless stated otherwise, invoices are payable within 14 days of the invoice date. Time for payment is of the essence.

8.8 You must pay all amounts in full, without any set-off, deduction or counterclaim.

9. Late payment

9.1 If you do not pay on time, then without limiting our other rights we may suspend the Services and withhold the Deliverables (including any transfer of IPR) until you have paid in full, and charge interest and recover costs as set out below.

9.2 Because the Agreement is between two businesses, late payment is dealt with under the Late Payment of Commercial Debts (Interest) Act 1998. Interest runs on overdue amounts, day to day, at 8% per year above the Bank of England base rate, from the due date until payment. We may also claim the fixed-sum compensation set by that Act and the reasonable costs of recovering the debt.

10. Expenses and third-party costs

10.1 The Fees do not include the cost of Third-Party Materials, such as domain names, hosting, premium plugins or themes, stock images, fonts and email or other subscriptions, unless the Order Form says they are included.

10.2 You are responsible for these costs, including any ongoing or renewal costs. Where we buy them on your behalf with your agreement, we recharge them at cost, and they remain subject to the third party's own terms.

10.3 We are not responsible for Third-Party Materials, or for any change a third party makes to them, their price or availability.

11. Intellectual property

11.1 Each party keeps ownership of the IPR it owned before the Agreement, and of its Background IP.

11.2 On receipt of payment of all Fees due under the Order Form, in full and in cleared funds, we assign to you, with full title guarantee, the IPR in the Deliverables we created specifically for you under that Order Form. This assignment does not include our Background IP or Third-Party Materials.

11.3 Until we have received full payment, we own all IPR in the Deliverables and you have no licence to use them. You must not make the Deliverables, or any draft of them, live or use them in your business until you have paid in full.

11.4 Our Background IP stays our property. Where it is built into the Deliverables, we grant you a worldwide, non-exclusive, royalty-free, perpetual licence (beginning once you have paid in full) to use it as part of the Deliverables for your own business. You may not separately extract, resell, sub-license or distribute our Background IP.

11.5 Third-Party Materials are licensed to you (or to us for your benefit) on the third party's own terms. You are responsible for complying with those terms and for any related costs.

11.6 You grant us a non-exclusive, royalty-free licence to use the Client Materials so far as needed to provide the Services. You confirm you own or are licensed to use them and that our use as instructed will not infringe any third party's rights.

11.7 Where a Subscription Plan applies, Schedule 4 governs your licence to use the website and the transfer of ownership to you, and clauses 11.2, 11.3 and 11.4 apply as modified by it. So long as your Plan Fees are up to date, you have the licence described in Schedule 4 to use and run the website during the initial term, and clause 11.3 does not prevent us putting it live or you using it in your business. Clause 17.5 is read in the same way.

11.8 We may use the general skills, techniques, methods, know-how and experience we gain on your project in our other work.

11.9 Portfolio: we may describe the project and show the Deliverables, and use your name and logo, as examples of our work in our portfolio, on our website and in our marketing. We will not reveal anything you have told us in writing is confidential. You can ask us in writing not to do this and we will stop within a reasonable time.

12. Domains and hosting

12.1 We recommend that your domain name is registered in your own name and that you keep control of that account, even where we manage it for you, so that you always keep control of your domain.

12.2 Where we manage a domain, hosting or other account on your behalf, we do so as a convenience and you remain responsible for the underlying costs and terms.

12.3 On completion or termination, and once all Fees are paid, we will give you, or help transfer to you, the access and information you reasonably need to take over your domain, hosting and accounts.

13. Confidentiality

13.1 Each party will keep the other's confidential information confidential, use it only in connection with the Agreement, and share it only with staff, contractors or advisers who need it and are under similar obligations.

13.2 This does not apply to information that is or becomes public other than through a breach, that a party already had or developed independently, or that must be disclosed by law or a regulator.

14. Data protection

14.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

14.2 Where we process personal data on your behalf in providing the Services, for example data collected through a website or system we run for you, you are the controller and we are the processor. In that case we will act only on your documented instructions, and the parties will, where required, put in place a data processing agreement that meets Article 28 of the UK GDPR.

14.3 Outbound Services work differently: each party acts as a controller in its own right, as set out in Schedule 6, and clause 14.2 does not apply to prospect data used in those campaigns.

15. Warranties and defects

15.1 We warrant that we will provide the Services with reasonable care and skill, and that, at acceptance, the Deliverables will materially match the description in the Order Form.

15.2 If, within 30 days of acceptance (the "Defects Period"), you notify us of a defect that means the Deliverables do not materially match the Order Form, we will correct it free of charge. This is your exclusive remedy for such a defect. It does not cover problems caused by your own changes, your hosting, Third-Party Materials, misuse, or anything outside our control.

15.3 We do not warrant that the Deliverables or any software will be error-free or uninterrupted, that they will work with every browser, device or future version of software, or that they will achieve any particular business result, search ranking or level of performance, unless the Order Form expressly says so. That includes any particular number of enquiries, replies, meetings, followers or sales.

15.4 Where the Services or Deliverables include artificial intelligence features, you accept that AI-generated output can be inaccurate, incomplete or out of date, and that you are responsible for reviewing it before you rely on it or publish it. Where the Order Form includes human review by us, that review is part of the Services; otherwise the review is yours to do.

15.5 Except as expressly set out in the Agreement, all terms, warranties and conditions implied by statute or common law are excluded to the fullest extent the law allows.

16. Our liability

16.1 Nothing in the Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, contracts or anticipated savings; loss of or damage to data; loss of goodwill; or any indirect or consequential loss.

16.3 Subject to clause 16.1, our total liability connected with the Agreement is limited to the total Fees you have paid under the relevant Order Form, or, for any ongoing monthly service (such as a Care Plan, Subscription Plan, Social Media Plan or Outbound Services), the Fees you have paid for that service in the 12 months before the claim.

16.4 You are responsible for keeping your own backups of your data and content. We are not liable for the loss of any data or content you have not backed up.

16.5 These limits reflect the level of the Fees and a fair sharing of risk between us. We recommend you hold your own insurance for any loss above these limits.

17. Term and termination

17.1 The Agreement starts when it is formed under clause 2.2 and continues until the Services are complete or, for a Care Plan, until it is ended under this clause.

17.2 A Care Plan runs on a rolling monthly basis with no fixed minimum term unless your Order Form states one. Either party may end it by giving at least 90 days' written notice. Care Plan Fees remain payable for the duration of the notice period.

17.3 Either party may end the Agreement immediately, by written notice, if the other materially breaches it and (where it can be put right) fails to do so within 14 days of being asked, or if the other becomes insolvent, stops or threatens to stop trading, or cannot pay its debts.

17.4 We may suspend or end the Agreement if you do not pay on time or do not meet your responsibilities under clause 4 after we have asked you to put it right.

17.5 On termination you must pay for all Services performed and costs incurred up to termination, including work in progress up to the next milestone. Any assignment of IPR and any licence only take effect once all Fees are paid.

17.6 A Subscription Plan runs for the initial term agreed in your Order Form, starting on its start date. After that initial term it continues on a monthly basis until either party ends it by giving at least 30 days' written notice. It does not auto-renew into a further fixed term. Fees remain payable to the end of the notice period. What happens to your website if a Subscription Plan ends is set out in Schedule 4.

17.7 A Social Media Plan runs on a rolling monthly basis with no fixed minimum term unless your Order Form states one. Either party may end it by giving at least 90 days' written notice. Fees remain payable for the duration of the notice period.

17.8 Outbound Services run for the initial term agreed in your Order Form and then continue on a monthly basis until either party ends them by giving at least 30 days' written notice. Setup fees are not refundable once setup work has begun, and per-meeting Fees remain payable for Qualifying Meetings attended up to the end of the notice period.

17.9 Any other ongoing monthly service (for example an AI feature or automation subscription) runs monthly until either party ends it by giving at least 30 days' written notice, unless the Order Form or a Schedule says otherwise.

17.10 Clauses that by their nature should survive termination will continue to apply.

18. If you cancel

18.1 If you cancel a project after the Agreement is formed, the deposit is non-refundable and you must pay for all work done and costs incurred up to the date you cancel, up to the value of the next milestone or stage.

19. Care Plans

19.1 Where you take a Care Plan, Schedule 2 applies in addition to these Terms.

19.2 Because a Care Plan is ongoing, we may change the Care Plan terms or Fees on at least 30 days' written notice. If you do not accept a change, you may cancel the Care Plan before it takes effect without giving the 90 days' notice in clause 17.2.

20. Events outside our control

20.1 We are not liable for any failure or delay caused by events outside our reasonable control, including illness, failure of power, internet or third-party services, cyber-attacks, strikes or government action. If such an event lasts more than 30 days, either party may end the affected Services by written notice.

21. Subcontracting and transfer

21.1 We may use subcontractors to carry out parts of the Services, but we remain responsible to you for them.

21.2 You may not transfer your rights or obligations under the Agreement without our written consent. We may transfer ours to a buyer or successor of our business, or assign our right to be paid.

22. General

22.1 The Agreement is the entire agreement between us about its subject matter and replaces any earlier discussions, representations or agreements, although nothing limits liability for fraud.

22.2 Except where these Terms expressly allow a change (for example the Care Plan changes in clause 19.2), any change to the Agreement must be agreed in writing.

22.3 If we do not enforce a right, that is not a waiver of it.

22.4 If any provision is found to be unenforceable, the rest of the Agreement continues, and that provision will be adjusted to the minimum extent needed to make it enforceable.

22.5 Nothing in the Agreement creates a partnership, agency or employment relationship between us.

22.6 Someone who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

22.7 Notices must be in writing and may be sent by email to the addresses in the Order Form (for us, [email protected]).

23. Governing law

23.1 The Agreement, and any dispute or claim arising out of it (including non-contractual ones), are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

23.2 Before starting court proceedings, the parties will first try in good faith to resolve any dispute by discussion.

Schedule 1, Website and application build services

This Schedule applies where the Order Form is for a one-off website or application build. Where the Order Form is for a Subscription Plan, Schedule 4 applies instead and takes priority over anything in this Schedule that conflicts with it.

Stages

• Discovery and planning, we agree the goals, structure and requirements.
• Design, we present designs, with up to two rounds of reasonable revisions included.
• Build and development, we build the approved design.
• Content, unless the Order Form says we provide copywriting, you provide all text, images and content.
• Testing and launch, we test and, on your approval and full payment, take the Deliverables live.

Acceptance, defects and support

• Acceptance and the Defects Period work as set out in clauses 5 and 15. The default Defects Period is 30 days from acceptance.
• On launch we provide a handover walkthrough and short guide for the editable parts of your site.
• After the Defects Period, ongoing updates, fixes and changes are provided through a Care Plan (Schedule 2) or charged at our day rate.
• We support the current versions of the major browsers on current desktop and mobile devices.

Schedule 2, Care Plan services

A Care Plan is an ongoing service that keeps your website maintained, updated and supported. The available tiers, their Fees and exactly what each includes are set out on our pricing page and in your Order Form.

• Billing: Fees are payable monthly in advance, starting on the date your Care Plan begins.
• Rolling term: a Care Plan runs month to month with no fixed minimum term, but either party must give at least 90 days' written notice to cancel (clause 17.2). Fees remain payable during the notice period, and Fees already paid are not refunded.
• Fair use: included support time is for small changes and upkeep, not new features, redesigns or new pages, which we quote separately.
• Response targets: any response times we publish are targets we aim for, not guaranteed service levels, unless the Order Form sets a specific service level.
• Exclusions: Third-Party Materials and their costs, and problems caused by you or by third parties, are not included.
• Changes: we may change these Care Plan terms or Fees on at least 30 days' written notice (clause 19.2). If you do not accept a change, you may cancel before it takes effect without giving the 90-day notice.

Schedule 3, Background IP

Our Background IP includes the reusable tools, frameworks, libraries, components, code, templates, design systems, methods and know-how that we use across projects. We keep ownership of these. Where they are built into your Deliverables, you receive a licence to use them as part of your Deliverables under clause 11.4. Specific items of Background IP used on your project may be listed in your Order Form.

Schedule 4, Website Subscription Plans

A Subscription Plan lets you have a website designed, built, hosted and looked after for a single monthly Fee, with nothing to pay upfront. The tiers, their Fees and what each includes are set out on our pricing page and in your Order Form.

• Nothing upfront: the monthly Fee covers the build, hosting, security, keeping every previous version of the site so it can be put back, the changes included in your tier and a periodic redesign, with no separate build fee.
• Initial term and renewal: the Plan runs for the initial term agreed in your Order Form. After that it continues month to month until either party gives at least 30 days' written notice to end it. It does not auto-renew into a further fixed term. Fees are payable to the end of the notice period, and Fees already paid are not refunded.
• Billing: Fees are payable monthly in advance, starting on the date your Plan begins.
• What you own: your domain name and the content you provide stay yours throughout. We register domains in your name, unless your Order Form records that we are holding one for you, in which case we will transfer it to you free of charge within 10 working days of you asking. During the initial term you have a licence to use the website we build and run for you. Once you have served the initial term and paid all Fees due, ownership of the website transfers to you under clause 11, at no further cost, and it is yours to keep whether or not you carry on with the Plan.
• Owning it early: you do not need to wait out the initial term. You may take ownership at any time by paying the Fees remaining for the rest of the initial term in one payment. Ownership then transfers to you under clause 11, nothing further is payable for that term, and hosting, care and the changes included in your tier continue to the end of the term as normal.
• If the Plan ends: if the Plan ends after the initial term, the website is yours and we will hand over the files and help you move the hosting. If the Plan ends before the initial term is served and you have not paid off the term as above, your licence to use the build ends and we may take it offline. Your domain and your content stay yours either way.
• Moving to another provider: we host the websites we build in our own hosting account. Where the website has become yours, either because you served the initial term or paid it off early, then within 10 working days of a written request we will give you a complete copy of the published website files, the images and content used in it and a list of your DNS records, and transfer to you any domain we are holding for you. We will keep the site online for up to 30 days after the Plan ends while you move it. This does not include our Background IP or the tools we build with (clause 11.4 and Schedule 3), and help beyond the handover itself is charged at our day rate.
• Redesign and refresh: while the Plan is active we provide a light refresh each year and a full redesign every two years. These are provided only for as long as the Plan is active.
• Fair use: the changes included in your tier are for ordinary updates and upkeep, not new features, extra pages or a change of direction, which we quote separately under clause 7.
• Changes: we may change the Subscription Plan terms or Fees on at least 30 days' written notice. If you do not accept a change you may end the Plan before it takes effect, and if you are still in your initial term you may do so without penalty.

Schedule 5, Consultancy Services

This Schedule applies where the Order Form is for Consultancy Services, for example sales development, demand generation, marketing, process or technology consultancy, delivered as advice, frameworks, playbooks, training, documents or hands-on help.

• How we work: the Order Form sets out the engagement, the expected deliverables and the Fees, as a day rate, a fixed price or a monthly amount. A day is up to 8 hours including reasonable breaks, and a half day is up to 4 hours. Days are booked in advance by agreement.
• Cancelling a booked day: if you cancel or move a booked day with less than 2 full working days' notice, that day is chargeable in full. We will try to rebook it, and if we fill the time with other chargeable work we will not charge you for it.
• Billing: unless the Order Form says otherwise, Consultancy Services are invoiced monthly in arrears for the days worked, payable within 14 days, with no deposit. Expenses agreed in advance (for example travel outside the area named in the Order Form) are recharged at cost.
• What consultancy is: we provide advice and recommendations for you to decide on. You are responsible for the decisions you make, for how our recommendations are implemented and for the results. We do not guarantee any particular business outcome (clause 15.3).
• Documents and IP: reports, playbooks, frameworks and other documents we create specifically for you are Deliverables and are assigned to you on full payment under clause 11.2. Our methods, templates, benchmarks and know-how are Background IP and stay ours under clause 11.4.
• Acceptance: consultancy Deliverables are treated as accepted when delivered. If you tell us about a factual error within 14 days we will correct it free of charge. The Defects Period in clause 15.2 does not apply to Consultancy Services.
• Independent business: we provide Consultancy Services as an independent business, not as an employee, worker or officer of yours (clause 22.5). We decide how the work is done within the agreed scope, we may provide a suitably qualified substitute with your prior written consent (not to be unreasonably withheld or delayed), our services are not exclusive to you, and neither party is obliged to offer or accept further days.
• Ending the engagement: the engagement runs for the period in the Order Form, or until the deliverables are complete. Either party may end it earlier by giving the written notice stated in the Order Form (14 days if none is stated). Days worked and days already booked inside the notice period remain payable.
• Your side: you will give us reasonable access to the people, systems and information the engagement needs, and clause 4 applies.

Schedule 6, Managed Outbound Services

This Schedule applies where the Order Form is for Outbound Services, where we build and run outbound email campaigns on your behalf to book sales meetings with prospects.

What we do

• We set up and run the campaign infrastructure: separate sending domains similar to yours (we never send from your own primary domain), inboxes, authentication and warmup.
• We research prospects and build lists, write campaign copy in your voice for your approval, send and monitor the campaigns, handle replies, and book qualifying meetings into your calendar, with confirmations and reminders included.

Fees and meetings

• The Order Form sets the Fees, which may include a setup fee, a monthly fee and a fee per Qualifying Meeting attended, or a flat monthly fee. Setup fees are not refundable once setup work has begun.
• A "Qualifying Meeting" is a meeting booked with a person who matches the target profile agreed in the Order Form and who has agreed to a sales conversation. If the Order Form includes screening questions, a Qualifying Meeting is one where they have been answered.
• A per-meeting Fee becomes payable when a Qualifying Meeting is attended by the prospect. If the prospect does not attend, there is no charge and we will try to rebook; the Fee becomes payable if the rebooked meeting is attended.
• If you cancel, do not attend, or refuse to take a Qualifying Meeting, the per-meeting Fee remains payable.
• If you believe a booked meeting is not a Qualifying Meeting, you must tell us why within 5 working days of being told about the booking, otherwise it is treated as qualifying.
• The Order Form may set a monthly cap on chargeable meetings. Meetings above the cap are not charged in that month and count against the following month's cap.
• We do not promise any particular number of sends, replies or meetings (clause 15.3).

Your responsibilities

• Before the first send you will approve the target profile and the campaign copy, and give us a suppression list of anyone we must not contact, for example existing customers, live prospects and anyone who has opted out.
• You will respond to copy and list approvals within 3 working days, keep reasonable calendar availability for bookings, attend booked meetings, and deal promptly with the replies and meetings we hand over to you.
• You will give us your registered company name, company number and registered office and keep them accurate. Campaign emails are sent on your behalf in the name of a real, authorised individual at your business, never an invented person, and every email will identify your business, include those registered details and include a working opt-out.

Data protection and compliance

• We run campaigns in a way designed to comply with UK GDPR and PECR, including screening recipients and honouring opt-outs promptly by adding them to the suppression list.
• For prospect personal data, each party acts as a controller in its own right, not as the other's processor. We are a controller for sourcing, verifying and selecting prospect data; you are a controller for the campaign we run on your behalf and for anything you do with prospect data we pass to you.
• We will make sure prospects receive the privacy information the UK GDPR requires. Each party is responsible for its own compliance, will cooperate with the other on any complaint or rights request, and will enter into any further data protection terms reasonably needed.
• You are responsible for the accuracy and lawfulness of any list or data you give us, and for what you do with prospect data after handover.

Whose data is whose, and how the service ends

• Lists and data you give us remain yours. Prospect lists we source and verify, our sequences, templates, sending domains and infrastructure are ours and are Background IP.
• When the service ends we will give you the contact records of prospects who replied or booked a meeting, and a copy of the suppression list.
• Outbound Services run for the initial term in your Order Form and then monthly, ending on at least 30 days' written notice from either party (clause 17.8).

Schedule 7, Social Media Plans

A Social Media Plan is an ongoing service where we create and publish social media content for your business. The tiers, their Fees and what each includes, such as posts per week, platforms and reports, are set out on our pricing page and in your Order Form.

• Billing: Fees are payable monthly in advance, starting on the date your Plan begins.
• Rolling term: a Social Media Plan runs month to month with no fixed minimum term unless your Order Form states one, but either party must give at least 90 days' written notice to cancel (clause 17.7). Fees remain payable during the notice period, and Fees already paid are not refunded.
• Approval: we send content for your approval before it is published. If you do not respond within 3 working days we hold the content rather than publish it, and held content still counts towards that month's included posts. You are responsible for checking anything you approve, including prices, offers, claims and dates.
• Your materials: you will provide the photos, updates and information the content needs, and clause 4 applies to them.
• Your accounts: your social media accounts and profiles are yours and stay yours; you give us the access the service needs. The platforms are Third-Party Materials, so we are not responsible for their availability, their rules, changes they make, or the reach or ranking of any content.
• No guarantees: we do not promise any particular number of followers, likes, enquiries or sales (clause 15.3).
• Not included: paid advertising, responding to private messages, community management and setting up new profiles are not included unless the Order Form says so, and are quoted separately.
• Content ownership: content we create for you under a Plan is a Deliverable, assigned to you under clause 11.2 once the Fees for the month it was created in are paid.
• Changes: we may change Social Media Plan terms or Fees on at least 30 days' written notice. If you do not accept a change, you may cancel before it takes effect without giving the 90-day notice.

Schedule 8, Data Migration Services

This Schedule applies where the Order Form is for data migration, moving data from one system to another as described in the Order Form.

• Scope: the Order Form, or a migration specification agreed under it, sets out the source and target systems, the records and fields to be migrated, and any mapping or transformation rules.
• Your responsibilities: you confirm you are entitled to migrate the data and that our doing so on your instructions is lawful; you will give us the access the migration needs; and you will keep a complete backup of the source data, taken immediately before the migration, until you have accepted the migrated data.
• Checking and acceptance: we will agree acceptance checks with you in advance and tell you when migrated data is ready for checking. You will check it against those checks within 14 days. If you tell us in that time that migrated data does not materially match the agreed checks, we will re-perform the affected part of the migration free of charge, and that is your exclusive remedy for migration defects, subject to clause 16. After the 14 days, or once you start using the target system in your live business, the migration is treated as accepted.
• Our copies: we keep working copies of migrated data only for as long as the migration needs, and will delete them on your written request once the migration is accepted.
• Backups matter: clause 16.4 applies. If you have not kept the pre-migration backup described above, we are not liable for loss of the source data, because that backup is what makes recovery possible.