Terms and conditions

1. Who these terms are between, and our statutory details

These terms are between Climax Digital Ltd, referred to as "we", "us" and "our", and the person or organisation engaging us, referred to as "you".

Climax Digital Ltd is a private company limited by shares, registered in England and Wales under company number 17388266 and incorporated on 7 August 2026. Our registered office is 128 City Road, London, EC1V 2NX, United Kingdom. Our contact address for notices under these terms is [email protected].

In these terms, "proposal" means the written document in which we set out the scope, deliverables, fee and timetable for a piece of work. "Deliverables" means the items the proposal says we will produce. "Business customer" means a customer acting wholly or mainly for purposes related to a trade, business, craft or profession. "Consumer" means an individual acting wholly or mainly outside those purposes.

2. How a contract is formed

A proposal from us is an offer to carry out the scope it describes at the fee it states. It is open for acceptance for 30 days from its date, unless it says otherwise, after which we may reissue it with different figures.

A contract comes into existence when both of the following have happened: you have accepted the proposal in writing, which includes email, and you have paid the deposit stated in the proposal. Until both have happened we are under no obligation to begin, and we do not hold a place in the schedule for undated work.

Anything discussed before acceptance, including estimates, sketches, indicative timelines and figures given on a call, is not part of the contract unless it is written into the proposal or agreed afterwards in writing under section 3.

By accepting a proposal you confirm that you have authority to enter into the contract on behalf of the organisation named in it.

3. Scope, changes to scope, and what is out of scope

The proposal defines the work. It lists the deliverables, the number of revision rounds included, and the assumptions the fee depends on. Work that is not listed is not included, and that is deliberate rather than restrictive: a defined scope is what makes a fixed price possible.

Either of us may ask for a change at any time. When you request one, we will tell you in writing what it does to the fee and to the timetable before we do the work, and we will only proceed once you have approved it in writing. We do not carry out unapproved chargeable work and then invoice for it.

• Additional pages, templates, features or integrations not listed in the proposal.
• Revision rounds beyond the number stated, or revisions that reopen a stage you have already signed off.
• Content we were not asked to produce, including copywriting, photography, video and translation, unless the proposal includes it.
• Migration of content or URLs from a source we were not told about at the point of quoting.
• Third-party licence, subscription, hosting, domain and platform fees, which are yours to pay and are dealt with in section 9.
• Support, maintenance, hosting management and ongoing marketing after the agreed post-launch period, which are arranged separately if you want them.
• Rework required because information you supplied was incorrect, or because a decision that was signed off is later reversed.

Where a change is small and takes very little time, we may absorb it rather than raise paperwork for it. Doing so once does not create an entitlement to have later changes absorbed.

4. What we need from you

A project runs on inputs from both sides. Ours are in the proposal; yours are below. We are not responsible for delay caused by an input we were waiting on.

• One named person with authority to give feedback and to sign off. Feedback consolidated through one person is what keeps a fixed timetable achievable.
• Content, brand assets and any material you want used, in a usable format, by the dates in the timetable.
• Access we need in order to do the work, which may include your domain registrar, existing hosting, content platform or advertising accounts, granted as a named account rather than a shared password wherever the platform allows it.
• Feedback within the response time stated in the proposal, which is 5 working days unless it says otherwise.
• Confirmation that you own, or have the right to use, everything you send us, including images, fonts, copy, logos, video and music. You are responsible for the material you supply, and section 12 deals with the consequences.

Where we are waiting on you, the timetable moves out by at least the length of the delay, and where the delay is significant it may move further because we will have committed the time elsewhere. If we are waiting more than 30 days on something we need in order to continue, we may treat the project as paused under section 14, invoice for the work completed to that point, and agree new dates when you are ready.

5. Fees, invoicing and payment

We quote a fixed fee in pounds sterling for a defined scope, after a discovery conversation. We do not bill by the hour for scoped project work, and the figure in the proposal is the figure you pay unless the scope changes under section 3.

Unless the proposal states a different arrangement, we invoice a deposit of 50 per cent of the fee on acceptance, and the balance on completion, before the work goes live or is handed over. Longer projects may be invoiced in stages set out in the proposal.

Invoices are payable within 14 days of the invoice date, by bank transfer to the account shown on the invoice. Payment is not conditional on your own client or funder paying you.

Retainer and ongoing work is invoiced monthly in advance and continues until either of us gives the notice stated in the proposal, which is 30 days unless it says otherwise.

Expenses we incur on your behalf, such as stock licences, plugin licences, fonts or paid media budget, are only incurred with your prior approval and are recharged at cost. Advertising budget is paid by you directly to the platform wherever the platform allows it, so that you keep control of the account and the spend.

6. Late payment

If an invoice is not paid by its due date, we may suspend work and withhold delivery, handover and transfer of the rights described in section 8 until it is paid. We will tell you before we suspend, not afterwards.

For business customers, overdue amounts carry statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Interest runs at 8 per cent above the Bank of England base rate from the day after the due date until payment, and the Act also entitles us to fixed compensation for the cost of recovering the debt. We may also recover reasonable costs of recovery beyond that fixed sum where the Act allows it.

For consumers, we may charge interest on overdue amounts at 4 per cent per year above the Bank of England base rate, calculated daily from the day after the due date.

We would rather talk than charge interest. If a payment is going to be late, tell us before the due date and we will try to agree a revised date in writing.

7. VAT

All fees, estimates and prices we quote are exclusive of value added tax.

Climax Digital Ltd is not currently registered for VAT. No VAT is charged on our invoices, no VAT number is shown on them, and you should not treat any part of our invoice as recoverable input VAT.

If the company becomes VAT-registered, VAT will be charged at the prevailing rate on supplies made on or after the effective date of registration, and our invoices will show the VAT number and the VAT amount separately. Where a fee has been agreed before that date and the supply is made after it, VAT will be added to the agreed fee rather than absorbed within it, and we will tell you before the first invoice that carries it.

8. Intellectual property

This section sets out what becomes yours, what you are licensed to use, and what stays ours. It is written so that you can hand the work to another supplier later without needing our permission.

• What transfers to you. On receipt of payment in full of all sums due under the contract, we assign to you the copyright and other intellectual property rights in the final deliverables created specifically for you: the approved designs, the project-specific code and templates, the copy we wrote for you, and the graphics and layouts produced for the project.
• What you get before final payment. Until we have been paid in full, we license the deliverables to you for review and internal approval only. They are not licensed for live publication or commercial use before then, which is the practical reason for section 6.
• What we retain. We retain ownership of our pre-existing and generally applicable material: our tooling, build scripts, component and pattern libraries, code we wrote before the project or write for use across projects, our methods, processes, templates and know-how. Where any of it is embedded in your deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and sublicense it as part of those deliverables, so it never blocks you from working on your own site.
• Concepts not taken forward. Designs, names and concepts you did not select remain ours and may be developed or reused elsewhere. Nothing we reuse will carry your brand, your content or anything confidential to you.
• Third-party and open-source assets. Fonts, stock images, video, music, plugins and libraries are licensed under their own terms, not assigned by us. Where a licence must be held in your name we will tell you and will register it in your name or ask you to buy it. Where a licence is limited by domain, seat count or use, we will tell you what the limit is. Open-source components remain under their original licences, which we will identify at handover.
• Your material. Everything you supply stays yours. You grant us a licence to use it for the purpose of carrying out the work, and section 12 deals with what happens if it turns out you did not have the right to supply it.

You may not remove or obscure a third-party licence notice in code we hand over, and you may not resell the deliverables as a template or product for others to reuse, which is different from using them for your own organisation and its own sites.

9. Third-party services and platform fees

Most projects rely on services we do not own or control, including domain registrars, hosting providers, content platforms, payment and donation processors, email and messaging providers, analytics tools and advertising platforms.

The fees for those services are yours to pay, and they are not included in our fee unless the proposal says so. That includes domain renewals, hosting and server costs, software subscriptions, licence fees, processor and gateway percentages, and advertising spend.

Those services set their own terms, prices, policies and technical behaviour, and they change them without consulting us. We are not responsible for a third party changing its pricing, deprecating a feature, altering an algorithm, rejecting an advert, suspending or disabling an account, suffering an outage, or losing data. Where something like that happens we will tell you promptly, explain the options, and quote for any work needed to adapt.

Where you ask us to set up an account on your behalf, it is set up in your name and ownership so that you retain control of it. We will not create accounts that only we can access, and we will not hold your domain, hosting or advertising accounts hostage to a dispute.

10. Confidentiality

Each of us may receive information from the other that is confidential, including commercial plans, financial figures, customer data, credentials, source code and anything marked as confidential or obviously of that character.

Neither of us will disclose the other's confidential information to a third party, or use it for any purpose other than performing the contract, without written consent. We may share it with a subcontractor or professional adviser who needs it in order for us to do the work, on terms of confidentiality no less protective than these.

The obligation does not apply to information that is or becomes public through no breach of these terms, that the receiving party already held without a duty of confidence, that is independently developed without reference to the disclosed information, or that must be disclosed by law or by a regulator. Where disclosure is compelled, the party disclosing will tell the other in advance where it is lawful to do so.

These obligations continue for 3 years after the contract ends, and indefinitely for anything that constitutes a trade secret or personal data.

11. Portfolio use and credit

Once work is publicly live, we may show it in our portfolio, on this site, in proposals and on our social accounts. That may include screenshots, short screen recordings, the name of your organisation, and a description of what we did and why.

We will not publish anything that is confidential under section 10, anything unreleased, anything under embargo, or any figure or metric belonging to you, unless you have agreed to it in writing.

If you would rather we did not show the work, tell us in writing and we will not. You may ask us to remove it later, and we will do so within 30 days of your request, although we cannot recall material already printed or already cached and republished by others.

We may include a small, discreet credit with a link in the footer of a website we build. If you would prefer no credit, say so and we will leave it out. Credit is never a condition of the work, and its absence does not change the fee.

12. Warranties, and what we do not warrant

We warrant that we will carry out the work with reasonable care and skill, by people competent to do it, and in accordance with the proposal. Where a deliverable does not meet the proposal, tell us within 30 days of handover and we will correct it at our cost. Nothing in these terms restricts your statutory rights, and for consumers the rights under the Consumer Rights Act 2015 apply in addition to this warranty.

You warrant that the material you supply is yours to supply, does not infringe anyone's rights, is not defamatory or unlawful, and complies with the rules that apply to your sector, including advertising, financial promotion and fundraising rules where relevant. You agree to indemnify us against claims and costs arising from material you supplied or instructions you insisted on after we advised against them in writing.

We do not warrant the following, because it depends on decisions and systems that are not ours.

• Search engine rankings, positions, indexation or inclusion in AI-generated answers. Search and answer engines are third-party systems with undisclosed and frequently changed ranking criteria. We apply recognised technical and editorial practice; we cannot promise a position, and we will not.
• Advertising performance, cost per result, conversion rate, revenue, enquiry volume, donation volume or return on advertising spend. These depend on your market, your pricing, your offer, your competitors, seasonality and platform auctions. Where we set a target it is a target we work towards, not a guaranteed outcome.
• Uninterrupted availability of a website or service, where the hosting, the network, the platform or a third-party dependency is outside our control.
• Compatibility with browsers, devices or assistive technologies that are outside the support matrix stated in the proposal, or that are released after handover.
• That software will be free of every defect. We warrant that we will fix defects reported within the warranty period above; we do not warrant that none will occur.
• The accuracy, legality or performance of content you supply, or of changes made to the deliverables by you or by anyone else after handover.

13. 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 any other matter in respect of which it would be unlawful for us to limit or exclude liability. For consumers, nothing here limits liability for a failure to supply services with reasonable care and skill under the Consumer Rights Act 2015, or affects any other right you have that cannot be excluded by agreement.

Subject to that, our total liability to you in contract, tort including negligence, misrepresentation, restitution or otherwise, arising in connection with the contract, is limited in aggregate to the total fees you have paid to us under that contract in the 12 months before the date the claim arose.

Subject to the first paragraph of this section, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill or reputation, loss of or corruption of data, or for any indirect or consequential loss, however caused.

We are not liable for loss you could have avoided by following advice we gave in writing, by keeping a backup we told you to keep, or by acting within a timescale we told you mattered.

You must bring any claim under the contract within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

We recommend you maintain your own insurance and your own backups for anything business-critical. Where a project carries a level of commercial risk that this cap does not fit, tell us before we quote and we will discuss a different arrangement, which may affect the fee.

14. Suspension and termination

Either of us may end the contract by giving 30 days' written notice. Either of us may end it immediately by written notice if the other commits a material breach and does not remedy it within 14 days of being asked to in writing, or becomes insolvent, enters an insolvency procedure, or ceases to trade.

We may suspend work if an invoice is overdue, if we are waiting more than 30 days for something we need from you, or if continuing would require us to do something unlawful or in breach of a third party's terms.

On termination for any reason, you must pay for all work carried out up to the date of termination, together with any third-party costs we have committed on your approval and cannot cancel. The deposit is not refundable once work has begun, because it reserves the schedule and covers the early work. Where we end the contract without cause, we will refund the part of the deposit that relates to work not yet done.

On termination, and once payment of all sums due has been received, we will hand over the deliverables in the state they have reached, transfer the rights described in section 8 for what has been paid for, return or delete your confidential material as you direct, and remove our access to your accounts. Termination does not affect rights and obligations that have already accrued, and sections 8, 10, 12, 13 and 18 survive it.

15. Cancellation rights for consumers

If you are an individual contracting outside the purposes of a business, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply where the contract is made at a distance or away from our premises, and they give you the right to cancel within 14 days without giving a reason.

The 14-day period runs from the day after the day on which the contract is concluded. To cancel, tell us in writing at [email protected] before the period ends. A clear statement that you are cancelling is enough; you do not need to use a particular form of words.

If you ask us to begin work during the 14-day period, and we do, you remain liable for the value of the services we have supplied up to the point you cancel, in proportion to the full price of the contract, together with any third-party cost we have committed on your instruction and cannot cancel. We will always ask for that request in writing before starting inside the cancellation period, so that the position is recorded.

You lose the right to cancel once the service has been fully performed within the 14-day period, where you asked us to begin during that period and acknowledged that you would lose the right to cancel once the service was complete. Where the contract is for digital content supplied within the period, the same applies once supply has begun with your express request and acknowledgement.

Where a refund is due, we will make it within 14 days of being told you are cancelling, using the same means of payment you used, less any amount properly payable for services already supplied.

These cancellation rights do not apply to business customers. A business customer wishing to end the contract does so under section 14.

16. Events outside our control

Neither of us is liable for a failure or delay in performing an obligation caused by an event outside our reasonable control, including an act of God, fire, flood, extreme weather, epidemic, war, civil unrest, terrorism, industrial action, failure of a utility or telecommunications network, a widespread internet or cloud provider outage, a cyber attack, or an act or restriction of government.

The affected party will tell the other as soon as it reasonably can, and will take reasonable steps to reduce the effect of the event. Time for performance is extended by the length of the event.

If the event continues for more than 60 days, either of us may end the contract by written notice, and section 14 governs what is payable.

17. This website

This website describes the services we offer and how we work. It is provided for information. Nothing on it is an offer capable of acceptance, and no contract comes into existence until a proposal is agreed in the way section 2 describes.

We update the site as the business develops, and we may change, add or remove any part of it at any time and without notice. We take reasonable care over what we publish, but we do not warrant that every page is complete, current or free of error at the moment you read it. Where a page and a written proposal differ, the proposal governs.

• Service descriptions are indicative. What is included in your project is what the proposal lists, not what a service page describes in general terms.
• Timescales, response times and turnaround figures quoted on the site are the targets we work to. They are confirmed, and become contractual, in the proposal.
• We quote no prices on this site. Fees are scoped and fixed in writing for each engagement.
• The site links to third-party websites for reference. We do not control them and we are not responsible for their content or their availability.
• If you spot something on this site that looks wrong or out of date, tell us at [email protected] and we will correct it.

18. General

• Whole agreement. The proposal and these terms together are the whole agreement between us on the work described, and they replace any earlier discussion, estimate or representation. Nothing in this clause limits liability for fraudulent misrepresentation.
• No waiver. If we do not insist on a right or remedy, or delay in doing so, that is not a waiver of it, and it does not prevent us from insisting later.
• Severability. If a provision, or part of one, is found to be unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible it is treated as deleted. The rest of the terms remain in force.
• Assignment and subcontracting. You may not assign or transfer the contract without our written consent. We may subcontract part of the work, and we remain responsible to you for anything a subcontractor does. We may assign the contract on a reorganisation or sale of the business, and your rights are not reduced by it.
• Notices. Notices under these terms are given by email to [email protected] and to the email address you have given us, and are treated as received on the next working day after sending, unless a delivery failure is received. Notices about termination or a claim may also be sent by post to the registered office.
• Third-party rights. The contract is between you and us. No other person has a right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
• Variation. A change to these terms is only effective if it is in writing and agreed by both of us. A term added to a purchase order, portal or supplier form does not vary these terms unless we have agreed to it in writing.

19. Governing law and jurisdiction

The contract, and any dispute or claim arising out of or in connection with it or its subject matter, including a non-contractual dispute or claim, is governed by and construed in accordance with the law of England and Wales.

We each agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. If you are a consumer resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of the part of the United Kingdom in which you live.

Before starting proceedings, we ask that you raise the matter with us in writing so that we can try to resolve it. If direct discussion does not resolve it, we are willing to consider mediation, which does not prevent either of us from going to court afterwards.