Terms & Conditions

1. Definitions

1.1 "Agreement" means these Terms together with any proposal, service order, or invoice issued by the Provider to the Client.

1.2 "Services" means website design, development, hosting, maintenance, marketing services, content creation, and any other digital services provided by the Provider as outlined in the applicable service order or invoice.

1.3 "Deliverables" means all work product, including but not limited to websites, web pages, landing pages, graphics, images, videos, copy, code, marketing materials, advertising campaigns, analytics configurations, funnels, automations, and any other outputs produced by the Provider in the course of delivering the Services.

1.4 "Billing Period" means a calendar month during which Services are rendered.

1.5 "Subscription" means the Client's ongoing monthly engagement for the Services.

2. Billing and Payment

2.1 Pro Rata Billing Cycle. All Services are billed in arrears on a pro rata basis. The invoice raised in any given month relates to Services rendered during the immediately preceding calendar month. By way of example, Services performed during January will be invoiced in February, Services performed during February will be invoiced in March, and so on.

2.2 Invoice Issuance. Invoices will be issued on or around the 1st of each month for the preceding Billing Period. All invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed in writing.

2.3 Payment Method. Payment shall be made via the recurring payment method set up through our billing platform (GoHighLevel or such other platform as may be notified to the Client). The Client authorises the Provider to collect payment automatically in accordance with the recurring payment arrangement.

2.4 Outstanding Balance on Cancellation. Due to the arrears billing structure, the Client acknowledges and agrees that upon cancellation of the Subscription, there will be a final invoice due for the last Billing Period during which Services were rendered. This final invoice remains payable in full regardless of cancellation.

2.5 VAT. All fees are exclusive of Value Added Tax (VAT), which shall be charged at the prevailing rate where applicable.

2.6 Price Changes. The Provider reserves the right to adjust pricing with no less than thirty (30) days' written notice to the Client. Continued use of the Services following such notice constitutes acceptance of the revised pricing.

3. Late Payment and Non-Payment

3.1 Late Payment Interest. In accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), the Provider reserves the right to charge statutory interest on any overdue invoice at the rate of 8% per annum above the Bank of England base rate, calculated on a daily basis from the date payment was due until the date of actual payment.

3.2 Debt Recovery Compensation. In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, the Provider is entitled to claim a fixed sum as compensation for debt recovery costs as follows: £40 for debts up to £999.99; £70 for debts between £1,000 and £9,999.99; £100 for debts of £10,000 or more.

3.3 Reasonable Recovery Costs. Where the fixed compensation under clause 3.2 does not cover the Provider's actual reasonable costs of recovering a late payment, the Provider may claim those additional reasonable costs from the Client.

3.4 Suspension of Services. The Provider reserves the right to suspend all Services, including but not limited to taking websites offline, pausing marketing campaigns, and restricting access to all platforms and accounts, if any invoice remains unpaid for more than fourteen (14) days past the due date. The Provider shall give the Client seven (7) days' written notice prior to suspension.

3.5 Debt Collection & County Court Actions. Where payment remains outstanding for more than thirty (30) days past the due date, the Provider reserves the right to instruct a third-party debt collection agency or commence formal legal proceedings through the County Court (via Money Claims Online or equivalent) to recover the outstanding amounts. The Client agrees to be liable for all interest, compensation fees, court fees, and associated recovery/legal costs in full.

3.6 Credit Reference. The Provider reserves the right to report persistent non-payment to credit reference agencies, which may affect the Client's commercial credit rating.

3.7 Enforcement Under UK Law. All collection practices and penalties described in this section are enforced in accordance with UK law, and the Provider fully reserves all statutory rights under the Late Payment of Commercial Debts Act 1998 to protect against commercial non-payment.

4. Intellectual Property and Ownership

4.1 Ownership of Deliverables. All Deliverables produced by the Provider in connection with the Services shall remain the sole and exclusive intellectual property of Time Consulting at all times. This includes, without limitation, all website designs, code, graphics, images, videos, written content, marketing materials, campaign assets, brand collateral, funnels, automations, and any other creative or technical outputs.

4.2 Licence During Subscription. For the duration of the active Subscription and whilst the Client's account remains in good standing with no overdue payments, the Provider grants the Client a non-exclusive, non-transferable, revocable licence to use the Deliverables solely for the purposes for which they were created.

4.3 Revocation of Licence on Termination. Upon cancellation or termination of the Subscription for any reason, the licence granted under clause 4.2 shall automatically and immediately terminate. The Client shall cease all use of the Deliverables, including but not limited to removing all Provider-created content from any websites, social media platforms, advertising accounts, or other channels.

4.4 Written Permission Required. Following termination of the Subscription, any continued use of any Deliverables by the Client requires the prior express written permission of the Provider. Such permission may be granted or withheld at the Provider's sole discretion and may be subject to a separate licensing fee.

4.5 Third-Party Materials. Where the Provider incorporates third-party licensed materials (such as stock images, fonts, or software libraries) into Deliverables, the Client's right to use such materials is subject to the relevant third-party licence terms and may not survive termination of the Subscription.

4.6 Client-Supplied Materials. Any materials supplied by the Client to the Provider for use in the Deliverables (such as the Client's own logos, photographs, or copy) shall remain the Client's property. The Client warrants that it has all necessary rights and permissions to provide such materials and grants the Provider a licence to use them for the purpose of delivering the Services.

4.7 Portfolio Rights. The Provider retains the right to display and reference any Deliverables in its own portfolio, case studies, and marketing materials unless otherwise agreed in writing.

5. Cancellation and Termination

5.1 Notice Period. Either party may cancel the Subscription by providing no less than thirty (30) days' written notice to the other party. Notice must be provided in writing via email to the Provider's designated email address.

5.2 Effect of Cancellation. Upon receipt of a valid cancellation notice, the Provider shall continue to deliver Services until the end of the current Billing Period (or the end of the 30-day notice period, whichever is later). The final arrears invoice for Services rendered during the last active Billing Period shall remain due and payable in accordance with clause 2.

5.3 Immediate Termination by the Provider. The Provider may terminate this Agreement immediately and without notice if: (a) the Client fails to pay any invoice within thirty (30) days of its due date; (b) the Client commits a material breach of these Terms that is not remedied within fourteen (14) days of written notice; (c) the Client enters into insolvency, liquidation, administration, or makes any arrangement with its creditors.

5.4 Post-Termination Obligations. Upon termination, the Client shall: (a) pay all outstanding invoices in full, including the final arrears invoice; (b) cease all use of Provider-owned Deliverables unless written permission has been granted under clause 4.4; (c) return or destroy any confidential information belonging to the Provider.

5.5 Data and Website Handover. Following full settlement of all outstanding invoices, and upon written request, the Provider will make reasonable efforts to assist with the transition of domain registrations (where the domain is owned by the Client) and the export of Client-supplied content. This does not extend to the transfer of Provider-owned Deliverables, which remain subject to clause 4.

6. Hosting, Domains, and Platform Access

6.1 Control. Where the Provider manages hosting, domain registration, or third-party platform accounts on behalf of the Client, these shall remain under the Provider's control unless expressly agreed otherwise in writing.

6.2 Revocation of Access. Access to hosting accounts, content management systems, marketing platforms, and any other tools or systems used to deliver the Services may be revoked upon termination of the Subscription or non-payment in accordance with these Terms.

6.3 Limitation. The Provider shall not be liable for any loss, disruption, or damage arising from the Client's failure to maintain an active Subscription or to settle outstanding invoices.

7. Liability, Disclaimers, and Warranties

7.1 Service Standard. The Provider shall perform the Services with reasonable skill and care in accordance with the Supply of Goods and Services Act 1982.

7.2 No Guarantee of Results & Typicality Disclaimer. The Provider does not guarantee specific outcomes, search engine rankings, traffic levels, conversion rates, or revenue from any marketing, automation, or SEO services. All marketing and consulting services are provided on a best-efforts basis. The Client acknowledges that business results vary from business to business and depend on numerous external factors including market conditions, client participation, and product demand. Any examples, case studies, or testimonials provided in our proposals, websites, or sales materials are for illustrative purposes only and do not represent typical, average, or guaranteed future results.

7.3 Limitation of Liability. To the maximum extent permitted by law, the Provider's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to the Provider in the six (6) months immediately preceding the event giving rise to the claim.

7.4 Exclusion of Consequential Loss. The Provider shall not be liable for any indirect, consequential, special, or incidental losses or damages, including loss of profit, loss of revenue, loss of data, loss of business, or loss of goodwill, howsoever caused.

7.5 Force Majeure. The Provider shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, internet or telecommunications failure, third-party platform outages, government action, pandemic, or natural disaster.

8. Confidentiality

8.1 Obligation. Each party agrees to keep confidential all information of a confidential nature obtained from the other party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the other party.

8.2 Exclusions. This obligation shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is required to be disclosed by law or regulatory authority.

9. Data Protection

9.1 Compliance. Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

9.2 Processing. Where the Provider processes personal data on behalf of the Client in the course of delivering the Services, the parties shall enter into a separate Data Processing Agreement where required by law.

10. Indemnification

10.1 Indemnity. The Client agrees to indemnify and hold harmless the Provider, its directors, employees, and agents against any claims, losses, damages, liabilities, and expenses (including legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's use of the Deliverables outside the scope of the licence granted; (c) any materials supplied by the Client that infringe the intellectual property rights of any third party.

11. General Provisions

11.1 Entire Agreement. These Terms, together with any applicable service order or invoice, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

11.2 Amendments. No amendment to these Terms shall be effective unless made in writing and agreed by both parties, save for pricing changes made in accordance with clause 2.6.

11.3 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any further exercise of that right.

11.5 Assignment. The Client may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Provider. The Provider may assign or sub-contract its rights and obligations without the Client's consent.

11.6 Third-Party Rights. Nothing in these Terms is intended to confer any benefit on any person who is not a party to this Agreement. The Contracts (Rights of Third Parties) Act 1999 shall not apply.

11.7 Notices. All notices under these Terms shall be in writing and sent by email to the addresses provided by each party. Notices shall be deemed received on the day of sending if sent before 5:00 PM on a business day, or on the next business day if sent after that time.

11.8 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.