Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the supply of services by Dalton Digital Limited ("we", "our", "us"), a company registered in England and Wales (Company No. 15930308).

By subscribing to a plan, accepting a quotation, contacting us, or otherwise engaging our services, you ("the Client", "you") agree to be bound by these Terms. Section 27 sets out exactly how and when they are accepted.

Please read them in full before subscribing. Two sections matter most:

• Section 10 — we own the website and the code we build for you. Your subscription licences its use for as long as you subscribe. There is a priced buy-out if you want to own it outright.
• Section 8 — if fees go unpaid, we stop providing the service. We would rather withdraw the site than pursue anyone for money.

2. Definitions

• Plan — one of our subscription packages as described on our pricing page (currently Launchpad, Starter, Growth, Pro and Agency Partner).
• Subscription — your ongoing, recurring agreement to pay for a Plan.
• Billing Period — the month or year for which you have paid, depending on the billing cycle you chose.
• Client Materials — content you supply or that is generated by your business: text, photographs, logos, brand assets, product data, enquiry and form submissions, and your customer records.
• Our Work — everything we design, write, build or configure in delivering the services: source code, templates, components, stylesheets, design files, build configuration, hosting and deployment setup, and the platform and tooling we use to produce and manage it.
• Quoted Work — one-off work priced by a separate written quotation rather than covered by a Plan, such as app projects, eCommerce builds, custom integrations and standalone design work.

3. Our Services

Dalton Digital provides web design and development, app design and development, social media management, SEO and digital marketing, hosting, maintenance, email and domain services, and graphic design. What is included in your particular arrangement is set out by the Plan you subscribe to or by a written quotation.

We reserve the right to refuse or discontinue services at our discretion, particularly where a Client's requirements conflict with our values, our capabilities, or the law.

4. Business Clients

Our Plans and Quoted Work are offered to businesses. By subscribing or accepting a quotation you confirm that you are acting for the purposes of your trade, business, craft or profession, and not as a consumer. If you are in fact contracting as a consumer, nothing in these Terms affects your statutory rights.

5. Subscriptions, Billing and Renewal

5.1 Recurring payment: Plans are sold on a recurring subscription basis, billed monthly or annually in advance depending on the cycle you select at checkout. Payments are collected automatically by our payment processor on the same date of each Billing Period.

5.2 Automatic renewal: Your Subscription renews automatically at the end of each Billing Period until cancelled in accordance with section 9. By subscribing you authorise us to take recurring payment for each renewal.

5.3 Billing periods are not tie-ins: Where a Plan is described as annual, billed annually, or over a number of months, that describes how the Plan is priced and billed. It does not commit you to a minimum contract term, and it does not create any liability beyond the Billing Period you have already paid for. No Plan we offer has a minimum term, and section 9 governs cancellation for every Plan.

5.4 Currency and VAT: Prices are in British Pounds (GBP) and exclusive of VAT unless stated otherwise.

5.5 Price changes: We may change Plan pricing on 30 days' written notice. Any change takes effect from your next renewal, never mid-period. If you do not accept a price change you may cancel under section 9 before it takes effect.

5.6 No refunds for part periods: Fees for a Billing Period already started are not refundable, in whole or in part, including where you stop using the service before the end of that period.

6. Quoted Work and Deposits

6.1 Quotations: Quotations are valid for 30 days from issue unless stated otherwise. Where a quotation conflicts with these Terms, the quotation prevails for that piece of work.

6.2 Deposit: Quoted Work requires a non-refundable deposit of 50% of the quoted price before work commences. This secures your project in our schedule and covers initial research, planning, design and development. The balance is due on completion, before final delivery or go-live.

6.3 Scope changes: We may adjust pricing where the scope of work changes significantly from the original brief. Any additional cost will be communicated and agreed in writing before that work begins.

7. Payment Terms

7.1 Methods: Subscriptions are paid by card through our payment processor. Invoiced work may be paid by bank transfer (BACS) or other methods as agreed.

7.2 Invoice terms: Invoices are due within 14 days of issue.

7.3 Late payment: Late payments may incur interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with our reasonable costs of recovery. This is a right we may exercise, not an undertaking that we will.

7.4 Failed payments: If a subscription payment fails we will attempt to take it again and will normally let you know. If payment remains outstanding we may withdraw the services under section 8.

8. Non-Payment and Withdrawal of Service

8.1 Our remedy is to stop. If fees are not paid when due, our response is to stop providing the services. We may suspend or withdraw any or all of them — including taking your website offline, disabling email accounts we provide, pausing social media and advertising work, and ending your licence under section 10.3. We will normally tell you before we do so, but we are not obliged to give notice or a period in which to put it right.

8.2 We will not pursue you for payment. We would rather withdraw the service than chase anyone for money. We are under no obligation to issue reminders, take recovery action, instruct a debt collector or solicitor, or bring proceedings, and we may choose to do none of those things whatever the sum involved.

8.3 Not a waiver. Choosing not to pursue an unpaid amount, or delaying doing so, does not waive our right to be paid it or any other right under these Terms. Sums already due remain due, and section 7.3 stays available to us whether or not we use it.

8.4 Getting the service back. Where an account is brought up to date we will normally restore the services promptly. If your site has already been taken down and removed under section 10.6, restoring it may require a new Subscription and a rebuild, chargeable as Quoted Work.

8.5 No liability, no refund. We are not liable for loss of business, revenue, data or reputation arising from a withdrawal of service properly made under this section, and withdrawal does not refund fees already paid.

9. Cancelling Your Subscription

9.1 Notice: You may cancel any Plan by giving us 30 days' written notice by email to contact@daltondigital.co.uk. No reason is required.

9.2 Monthly plans: Your Subscription ends at the end of the Billing Period in which your 30 days' notice expires. You will be billed for that period and nothing after it.

9.3 Annual plans: Your Subscription will not renew, and ends at the end of the 12-month term you have already paid for. There is no refund of the unused portion of a paid year.

9.4 No early termination charge: Beyond the Billing Period described above, you owe nothing further. We do not charge an exit fee and we do not accelerate future instalments.

9.5 What ends with it: Cancellation ends your licence to use the website and any other services under the Plan. Section 10.6 sets out exactly what happens to your website, your content and your data.

10. Ownership of Your Website

This section is the most important one in these Terms. Please make sure you are comfortable with it before subscribing.

10.1 What you own. You own all Client Materials. That includes your text, your photographs, your logo and brand assets, your product information, your enquiry and form submissions, and your customer data. We claim no ownership of any of it. You grant us a licence to host, reproduce, adapt and display those materials only as needed to deliver the services to you.

10.2 What we own. We retain all right, title and interest, including all intellectual property rights, in Our Work. This applies to everything we produce in delivering your Plan, including work created specifically for your project:

• the source code of your website, and any code we write for it
• page templates, components, stylesheets and scripts
• design concepts, layouts, wireframes and working design files
• build configuration, deployment pipelines and hosting configuration
• the platform, tooling and systems we use to build and manage your site

Your subscription pays for the use of a working website and the services around it. It is not a purchase of the website, and no amount of subscription fees paid over any period of time transfers ownership of Our Work to you.

10.3 Your licence. For as long as your Subscription is active and your account is in good standing, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use and benefit from the website we host for you, for your own business purposes. That licence lasts exactly as long as your Subscription and no longer.

10.4 What your subscription does not include. Except under a buy-out agreed in writing under section 10.5, you may not:

• receive, request or be given the source code, repository access or design files
• copy, mirror, export or host the website, or any part of it, anywhere else
• engage a third party to modify, maintain, rebuild or migrate the website, or give a third party access to it for those purposes
• reverse engineer, decompile, or copy the served website in order to reproduce or recreate it, in whole or in substantial part
• resell, sublicense, rent or white-label the website or any part of Our Work
• remove or obscure any ownership or attribution notice we include

10.5 Buying out your website. If you want to own your site outright, you can buy it. A buy-out is available on written request, and we will not unreasonably refuse one from a Client whose account is in good standing and whose fees are fully paid.

• Fee: a one-off buy-out fee equal to 12 months of your current Plan at the then-current rate, subject to a minimum of £2,500, plus VAT.
• What you get: on receipt of the buy-out fee in full we assign to you the copyright in the bespoke code and design created specifically for your site, and grant you a perpetual, non-exclusive, royalty-free licence to use any reusable components of Our Work embedded within it. We will provide the source code and a reasonable handover.
• What is excluded: a buy-out does not transfer our general component library, build tooling or platform beyond what is embedded in your delivered site, and does not transfer third-party licences that are not transferable (see 10.7).
• Afterwards: hosting, maintenance and support end on buy-out unless separately agreed in writing. Code provided under a buy-out is supplied as-is, and we are not responsible for it once it leaves our care.

10.6 What happens when your subscription ends. On the effective date of cancellation or termination:

• your licence under section 10.3 ends immediately
• we will take the website offline, and it will no longer be publicly accessible
• no source code, design files or build tooling will be provided
• we will, on request made within 30 days of that date, provide you free of charge with an export of your Client Materials — your content, the images you supplied, your form and enquiry submissions, and any customer data held in the site — in a common, machine-readable format
• your domain name remains yours to take with you, in accordance with section 11
• after that 30-day window we may delete your site, its data and its backups from our systems

10.7 Third-party components. Stock imagery, fonts, plugins, APIs and similar third-party elements are subject to their own licences, some of which cannot be transferred. We will tell you where this applies and what it means for you.

10.8 Portfolio rights. We may display completed work in our portfolio, on our website, and in marketing materials, unless otherwise agreed in writing.

11. Domain Names

A domain name is yours, and is treated differently from the website built on it. Any domain registered by Dalton Digital Limited on your behalf remains registered to us until all outstanding invoices are settled in full and we receive a written transfer request from you. On receipt of a valid request and settlement of all fees (including an administration fee of £50), we will initiate the transfer within 14 working days.

You are responsible for keeping your contact and renewal details current. We will endeavour to give 60 days' written notice before a domain renewal, but failure to do so does not affect your obligation to pay renewal fees where the domain is in active use. We accept no liability for loss of business, revenue or reputation arising from a transfer delay caused by a failure to request the transfer in writing or to settle outstanding fees.

12. App Design and Development

12.1 Scoped separately: App projects are not covered by any Plan. Each is scoped and quoted individually as Quoted Work, and the written quotation and scope for that project prevail over these Terms where they differ.

12.2 Ownership: Section 10 applies to app projects in the same way it applies to websites. We retain ownership of the application source code and design unless the written quotation expressly states otherwise, or a buy-out is agreed under section 10.5. Where an app is delivered under an ongoing subscription or retainer, your licence to use it runs for the life of that arrangement.

12.3 App stores: Where an application is published to the Apple App Store, Google Play or any equivalent, it will be published under your own developer account wherever possible. You are responsible for the developer account, its fees, and compliance with the store operator's policies.

12.4 Store review: Acceptance of an application by a store operator is entirely outside our control. We will build to the published guidelines and support you through the review process, but we cannot guarantee approval, listing, ranking or continued availability.

12.5 Ongoing costs: Applications require ongoing maintenance to remain compatible with new operating system versions and store requirements. That work is not included in the build price and will be quoted separately or covered by an agreed support arrangement.

13. Online Shops and eCommerce

13.1 You are the seller. Where we build or manage an online shop for you, you are the merchant and the seller of every product sold through it. The contract of sale is between you and your customer. We are not a party to it, we are not an agent or reseller, and we do not sell anything on your behalf.

13.2 We do not handle your money. Payments are taken through a payment provider account held in your own name, with your own bank details, under your own agreement with that provider. Customer payments go directly to you. We do not receive, hold, transmit or have any claim over your customers' money at any point, and we do not take a percentage of your sales. If you ever want an arrangement that would route customer money through us, say so first — it is not something we do, and it would have to be looked at properly before anything was built.

13.3 Card details. Card payments are handled entirely by a PCI DSS compliant payment provider. Full card numbers never pass through and are never stored on our systems or on your website.

13.4 Prices, stock and product information. You are responsible for the accuracy of everything about what you sell — prices, stock levels, specifications, images, options, and any claim made about a product. This applies whether you enter it yourself, send it to us in a spreadsheet, or ask us to write it. Where a product is sold through a configurator or any other tool that calculates a price from options you have supplied, you are responsible for checking that the prices it produces are correct before the product goes on sale, and after any change to your pricing.

13.5 Errors. We will fix pricing, stock and configuration faults in our work promptly and at no cost, as section 19 provides. Subject to section 20, we are not liable for the value of orders taken at an incorrect price, for lost margin, or for stock sold that you did not have. Your own shop terms should reserve your right to cancel and refund an order placed at an obviously incorrect price — we will include that wording if you ask.

13.6 Your legal obligations as a seller. Selling to consumers online carries duties that fall on you, not on us. They include giving the required pre-contract information, honouring the 14-day right to cancel under the Consumer Contracts Regulations 2013, publishing a returns and refunds policy, displaying your trading identity — legal name, geographic address, contact details, company number and VAT number where applicable — and complying with the Consumer Rights Act 2015. We will build the pages and fields these need and will tell you what is missing, but the content and the compliance are yours.

13.7 What you sell. You are responsible for the legality and safety of your products, for any licence or age restriction that applies to them, for product liability, and for all tax including VAT on your sales. We do not advise on any of these and nothing we say should be taken as advice on them.

13.8 Fulfilment. Taking, packing, shipping, refunding and supporting orders is entirely yours. We are not liable for anything arising from how an order is fulfilled.

14. Project Timelines

14.1 Estimates: All timelines we give are estimates and are subject to change, including because of:

• delays in receiving content, materials, feedback or approvals from you
• changes to scope or requirements
• technical difficulties or third-party service issues
• illness or other personal circumstances affecting our team
• force majeure events
• complexity discovered during development that was not apparent at quotation stage

14.2 Your part in it: Delivery depends on you supplying content, images, feedback and approvals within reasonable timeframes. Delays on your side extend timelines accordingly.

14.3 Communication: We will keep you informed of significant changes to a timeline and work with you to limit the impact on your business.

15. Your Responsibilities

You agree to:

• provide accurate and complete information as required for the work
• supply necessary content, images, logos and materials in good time
• respond to requests for feedback and approvals within 7 working days
• ensure you hold the legal right to use all content you provide to us
• keep your payment details current so subscription payments can be collected
• designate a single point of contact for communications
• not do anything with the website that breaches the law, infringes anyone else's rights, or breaches section 10.4

16. Change Requests and Revisions

Each Plan includes a stated allowance of change requests. How requests are counted, batched and turned around is set out in our Website Management Policy, which forms part of these Terms.

Major changes to scope, design direction or functionality beyond that allowance may incur additional charges, always discussed and agreed before we proceed. Please send change requests in writing so there is a clear record of what was asked for.

17. Hosting, Backups and Availability

Hosting, SSL, security monitoring and backups are provided as part of your Plan for as long as it is active. Backups are taken for our own operational purposes and to restore service; they are not a substitute for you keeping your own copies of your Client Materials.

We aim for high availability but do not guarantee uninterrupted service. Planned maintenance will be notified in advance where practical. We are not liable for downtime caused by third-party providers, network failures or events outside our reasonable control.

18. Our Right to Suspend or Terminate

We may suspend or terminate the services if you materially breach these Terms, use the services unlawfully, or if the working relationship becomes untenable. Non-payment is dealt with separately under section 8. Where we terminate for your breach, section 10.6 still applies and you will still receive your data export.

We may also withdraw a Plan or discontinue a service on 60 days' written notice, in which case we will refund any fees paid for a period after the service ends.

19. Warranties

We warrant that our services will be performed with reasonable skill and care in accordance with industry standards.

We do not warrant that a website or application will be error-free, uninterrupted, or compatible with every browser and device. We will correct bugs and faults in work we have delivered, at no extra cost, for as long as you hold an active Subscription covering it, and for 30 days after delivery in the case of Quoted Work.

We do not guarantee specific commercial results from websites, SEO, advertising or social media, as outcomes depend on many factors outside our control.

Third-party services such as hosting providers, domain registrars, payment processors and app stores are subject to their own terms and warranties.

20. Limitation of Liability

Nothing in these Terms 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.

Subject to that, and to the fullest extent permitted by law, we are not liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, data, goodwill or business opportunity.

Subject to the same, our total liability for all claims arising in any 12-month period shall not exceed the total fees paid by you to us in that period.

21. Data Protection

Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf — enquiry form submissions, customer orders, mailing lists — you are the data controller and we act as your processor.

That relationship is governed in full by our Data Processing Agreement, which forms part of these Terms and satisfies Article 28(3) of the UK GDPR. It sets out what we process and why, our security measures, our sub-processors, how breaches are notified, and your audit rights. Accepting these Terms accepts it. Where it conflicts with these Terms on the processing of personal data, it prevails.

Our Privacy Policy explains how we handle personal data in our own right. Section 10.6 sets out your right to an export of your data when the relationship ends.

22. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the relationship, and to use it only for the purpose for which it was shared. This obligation survives termination.

23. Force Majeure

Neither party is liable for any failure or delay in performing its obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government action, power failures or internet outages.

24. General

23.1 Transfer: You may not assign or transfer your Subscription, or any rights under these Terms, without our written consent. We may assign these Terms in connection with a sale or reorganisation of our business.

23.2 Entire agreement: These Terms, together with your Plan details, any written quotation, and the policies linked from them, form the entire agreement between us on their subject matter.

23.3 Severability: If any provision is found to be unenforceable, the remainder continues in full force.

23.4 No waiver: A delay in enforcing any right under these Terms is not a waiver of it.

23.5 Third parties: No one other than you and us has any right to enforce these Terms.

25. Governing Law

These Terms are governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.

26. Changes to These Terms

We may update these Terms from time to time. Where a change materially affects your rights we will give you 30 days' written notice, and it will take effect at your next renewal. Other changes will be posted on this page with an updated revision date. Continued use of our services after a change takes effect constitutes acceptance of it.

27. Contact Us

If you have any questions about these Terms, please contact us:

Dalton Digital Limited
Email: contact@daltondigital.co.uk
Company No: 15930308

28. How These Terms Are Accepted

27.1 Forms on this website. Every enquiry, onboarding and submission form on this website requires you to confirm that you have read and accept these Terms before it can be sent. That confirmation is recorded with the date and time of your submission.

27.2 Contacting us. By contacting us — by telephone, email, WhatsApp, social media or any other means — you accept that any services we go on to provide are supplied under these Terms, and that these Terms are available to read in full on this page at all times. Where we begin work following such contact, these Terms apply to that work.

27.3 Subscribing or accepting a quotation. By subscribing to a Plan, accepting a quotation, or making any payment to us, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions — including section 10, under which we retain ownership of the work we build and you licence its use for the duration of your Subscription, and section 8, under which non-payment is met by withdrawal of the service.

27.4 Which version applies. The version of these Terms in force is the one published on this page on the date you accept them, or on the date the relevant work begins, whichever is later. The revision date is shown at the top of this page.