Terms of Business

These Terms of Business are between:
Bakewell Digital (trading name of James Bakewell) ("the Supplier") and the client named in the accompanying proposal or order ("the Client"). They apply to all services (design, development, hosting, maintenance, data services) supplied by the Supplier unless otherwise agreed in writing.

The Supplier will supply services as set out in the accepted proposal / statement of work (SOW). The SOW controls the scope, deliverables, milestones and fees.

Any change in scope must be agreed in writing and may affect price and delivery time.

Fees are as set in the proposal. Payment terms: 30 days from invoice. Unless otherwise agreed.

For new projects: a deposit of 30% of total project quote is payable before work commences. Ongoing maintenance/hosting billed monthly in advance (or as agreed).

Late payments: interest at 4% above Bank of England base rate or statutory rate, plus recovery costs.

The Client must provide timely access to materials, logins, content and approvals. Delays caused by the Client may shift milestones and incur additional charges.

The Client warrants they have the right to provide any third-party content, including personal data, and that intended uses comply with applicable law.

On payment in full for the agreed fees, the Supplier assigns to the Client the copyright in delivered website code and front-end assets as specified in the SOW, except: third-party libraries, plugins, or licensed assets (these remain subject to their licences), and Supplier tools/templates which remain the Supplier's pre-existing IP.

The Supplier grants the Client a licence to use the Supplier's pre-existing code/templates where required to run the site (non-exclusive, non-transferable).

Hosting is provided per the plan in the accepted proposal. The Supplier maintains reasonable backups but the Client retains ultimate responsibility for content backups (unless otherwise agreed).

The Supplier will use commercially reasonable efforts to keep hosted services available; no uptime guarantee unless explicitly stated in the SOW (variable depending on project cost).

The Supplier will use lawful, publicly available sources for any data collection and will provide a description of sources and methods on request. The Client is responsible for ensuring lawful downstream use and compliance with data protection laws.

The Supplier will not assist with circumventing paywalls, scraping private/closed systems, or otherwise unlawful data collection.

Each party will keep confidential any non-public information disclosed by the other and only use it to perform the contract, except where disclosure is required by law.

The Supplier warrants that it will perform services with reasonable skill and care.

Except as expressly provided, all other warranties are excluded to the fullest extent permitted by law.

The Supplier's total liability for direct loss arising from breach is limited to the greater of (a) fees paid for the Services in the previous 12 months, or (b) £10,000.

Neither party is liable for indirect or consequential loss. This clause does not limit liability for death or personal injury caused by negligence, or for fraudulent misrepresentation.

The Client indemnifies the Supplier against claims arising from Client material (content infringement, unlawful use of third-party data), except where caused by Supplier negligence.

Either party may terminate for material breach if the other fails to remedy within 14 days of notice.

On termination, the Client pays for work completed to date and returns/ceases use of Supplier IP as agreed. Hosting may be terminated with 30 days' notice; data export will be provided and fees for migration may apply.

Parties agree to comply with applicable data protection law. Where the Supplier processes personal data on behalf of the Client, the parties will sign a Data Processing Agreement (DPA) setting out processing details, security measures, and rights.

The Supplier will implement reasonable technical and organisational measures.

Fees exclude VAT (where applicable). Supplier may revise fees annually with 30 days' notice for ongoing services.

These Terms are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.

Force majeure: neither party liable for events beyond reasonable control.

Entire agreement: these Terms and the SOW/proposal are the entire agreement between the parties.