Terms of Service Managed Services Agreement Privacy Policy Cookie Policy

Vivify HQ Ltd, trading as Vivify
Company Number: 08691009
Registered Office: 49 Station Road, Polegate, East Sussex, BN26 6EA

These Terms and Conditions (“Terms”) govern the agreement between Vivify HQ Ltd (“the Company”, “we”, “us”) and the client (“the Client”, “you”) for the provision of website development and hosting services.

These Terms apply to business clients only. We do not contract with consumers.

Where we also provide managed services—including administration of Microsoft 365, Google Workspace or similar cloud platforms—the separate Vivify Managed Services Agreement applies in addition to these Terms.

1. Definitions

Project
The specific website development work as outlined in the Proposal/Quote.
Hosting
The service of providing storage, server resources and access for the Client’s website.
Deliverables
The final website, code or graphics provided to the Client.
Proposal/Quote
The written proposal or quotation issued by us and accepted by the Client, which sets out the agreed scope, fees and any service-specific terms.
Services
Collectively, the Project work, Hosting and any other services described in the Proposal/Quote.

2. Quotations and Orders

  1. All quotations are valid for 30 days from the date of issue unless stated otherwise.
  2. A binding contract is formed when the Client provides written acceptance of the Proposal/Quote and pays any required deposit.
  3. The standard deposit for Project work is 30% of the Project total, unless a different figure is specified in the Proposal/Quote.

3. Website Development

Client Obligations

The Client must provide all text, images, brand assets and other content required for the Project in a timely manner. Delays in providing content will extend the Project deadline accordingly.

Revisions

The Project includes up to three rounds of minor revisions. Further changes will be charged at our current standard hourly rate as notified to the Client.

Final Approval

Once the website is completed in accordance with the Project brief, the Client will be asked to provide written Final Approval. Any changes requested after Final Approval will be treated as new work and quoted separately.

Project Delays

If the Project is delayed by more than 90 days from the date of order for reasons not attributable to us, any final balance payment becomes due in full on day 91 in order for the Project to proceed.

4. Web Hosting

Service Levels

We aim for 99.9% uptime but do not guarantee uninterrupted service.

Backups

We perform daily server backups to a geographically separate location, and a further weekly backup to in-house storage. These backups are intended to enable recovery from server-level failures and are not a substitute for the Client maintaining their own copies of business-critical content. Recovery from backup is provided on a reasonable-endeavours basis and we do not guarantee that all data, configurations or recent changes can be fully restored.

Suspension

We reserve the right to suspend Hosting if:

  1. payment is overdue by more than 14 days; or
  2. the website contains malicious code, illegal content or material that threatens the security or integrity of our infrastructure.

Where suspension is for security reasons, we will notify the Client and seek to restore service as soon as practicable once the issue is resolved.

5. Fees and Payment

Payment Schedule

Standard payment terms for Project work are: 30% deposit on acceptance, 30% on design approval and the final balance prior to the website going live. Different schedules may be agreed in the Proposal/Quote.

Hosting Fees

Hosting is billed in advance on a monthly, quarterly or annual basis as specified in the Proposal/Quote.

Invoice Terms

All invoices are payable within 7 days of issue unless a different period is stated on the invoice.

Late and Failed Payments

Under the Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to charge statutory interest and compensation on overdue invoices. A reasonable administrative fee may be applied to recover the cost of failed payments, including reversed BACS payments, failed direct debits or chargebacks subsequently determined to be invalid.

Fee Adjustments

We reserve the right to review and adjust recurring service fees annually to reflect inflation, third-party licensing costs and the evolving security and risk landscape. Any increase will be notified to the Client with a minimum of 30 days’ written notice. Increases of more than 10% in any 12-month period entitle the Client to terminate the affected service on 30 days’ notice without penalty.

VAT

Vivify HQ Ltd is not currently registered for VAT. All fees are exclusive of VAT. If we become VAT-registered, future invoices will reflect the applicable rate.

6. Intellectual Property

Transfer on Payment

On full and final payment of the agreed fees, ownership of the website’s bespoke visual design and Client-supplied content is transferred to the Client.

Retained IP

We retain ownership of any proprietary code, frameworks, libraries, tools or methodologies developed by us prior to or outside the scope of the Project. Where these are incorporated into the Deliverables, the Client is granted a perpetual, non-exclusive, royalty-free licence to use them as part of the website for its intended purpose.

Third-Party Components

Third-party software, plugins, fonts, images and licensed components are governed by their respective licence terms. The Client is responsible for complying with these terms, including renewing any licences that expire.

Credit and Portfolio Use

We reserve the right to include a small “Website by Vivify” credit in the website footer and to feature the Project in our portfolio and marketing materials, unless otherwise agreed in writing.

7. Data Protection

  1. Both parties will comply with the UK General Data Protection Regulation and the Data Protection Act 2018.
  2. Where we process personal data on the Client’s behalf in providing the Services, we act as Data Processor and the Client acts as Data Controller.
  3. Where processing extends beyond incidental contact-form data, a separate Data Processing Agreement applies.
  4. Our Privacy Policy explains how we handle personal data collected in our own right.

8. Confidentiality

  1. Each party will treat as confidential any non-public information disclosed by the other in connection with the Services, and will not disclose it to third parties except as required to perform the Services or by law.
  2. This obligation continues for three years after termination of the contract.

9. Limitation of Liability

  1. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under English law.
  2. Subject to clause 9.1, we will not be liable for indirect or consequential loss; loss of profits, revenue, business, anticipated savings, goodwill or opportunity; or loss or corruption of data except to the extent caused by our own gross negligence.
  3. Subject to clause 9.1, our total aggregate liability arising from the Services shall not exceed the total fees paid by the Client to us in the 12 months immediately preceding the event giving rise to the claim.
  4. We maintain Professional Indemnity insurance appropriate to the nature and scope of the Services.

10. Termination

Ongoing Services

Either party may terminate Hosting or other ongoing services on 30 days’ written notice. Fees paid in advance are non-refundable.

Project Work

If the Client terminates a Project before completion, the deposit is non-refundable and the Client will be invoiced for all work completed up to the termination date.

Termination for Cause

Either party may terminate the contract with immediate effect if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or unable to pay its debts as they fall due.

Effect of Termination

  1. All outstanding fees become immediately due.
  2. We will provide the Client with website files and database in a standard format within 10 business days, subject to all fees being settled.
  3. Licences granted under clause 6 survive termination where fees due at termination have been paid in full.

11. Force Majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, fire, flood, pandemic, strike, failure of utilities or telecommunications, cyber-attack on third-party infrastructure or government action. The affected party will notify the other promptly and resume performance as soon as practicable.

12. Notices

  1. Notices to us should be sent to info@vivify.co or our registered address. Complaints should be sent to complaints@vivify.co.
  2. Notices to the Client will be sent to the email address most recently provided by the Client.
  3. Notices are deemed received by email on the next business day after sending, or by post on the second business day after posting.

13. Variation

We may amend these Terms to reflect changes in law, our services or business practice. Material changes affecting ongoing services will be notified with at least 30 days’ written notice. No other variation is effective unless agreed in writing by both parties.

14. Entire Agreement

These Terms, together with the accepted Proposal/Quote and any applicable separate agreements, constitute the entire agreement between the parties and supersede any prior agreements, promises or representations.

15. Assignment

The Client may not assign or transfer its rights or obligations without our prior written consent. We may assign our rights and obligations on written notice to the Client.

16. Severability

If any provision is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or struck out if no modification is possible. The remaining provisions continue in full force.

17. No Waiver

A failure or delay by either party to enforce a right does not constitute a waiver of that right or any other right.

18. Third Party Rights

No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

19. Governing Law and Jurisdiction

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

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