Terms and conditions
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Terms and Conditions
1. General
This Agreement is governed by the laws of England and Wales.
These are the main terms of business of the Agency (“the terms”).In the terms: “the Agency” shall mean Silver Innovation Limited (Registered in England no:7078501) and any successors or assigns.“Authorised Representatives” means in the case of the Agency, any director, and in the case of the Client, any director, partner or sole proprietor. “The Client” shall mean any individual, firm, company or other party with whom the Agency contracts or seeks to contract. “The Contract” means any agreement for the provision of Services and/or Materials by the Agency to the Client. “Estimate” means any estimate or revised estimate sent to the Client by the Agency on the Agency’s headed notepaper or by email detailing, inter alia, the description and price of the Materials and/or Services. “The Services” means any contracts for the provision of design consultancy services to the Client of whatsoever nature, including the Materials. “Sub‑Contractor” means hosting providers, cloud service providers, specialist developers, security consultants, or other technical suppliers engaged by the Agency. “Work” includes software applications, websites, digital deliverables, hosting services, support services, and any related consultancy or development work.
The Hosting Policy, Support & Maintenance Policy, GDPR Statement, and Frequently Asked Questions form part of this Agreement. Where there is a conflict, these Terms & Conditions take precedence.
2. Costs
2.1 The Client has 30 days within which to accept the Estimate/Quote ("Estimate" is used hereafter) of the Agency to provide the Services in accordance with these terms. For the avoidance of doubt, the current costs for any Contract shall be the costs indicated on the latest Estimate (by date).
2.2 The Client shall pay the Agency for the Services and the Materials such sums at such times as specified in the Estimate, which shall include any revised charges for changes to the Estimate or Contract.
2.3 Estimates are based on the client’s current costs of production and, unless otherwise agreed, the Agency reserves the right to amend on or at any time after acceptance of an Estimate on giving notice to meet any rise or all in such costs which is due to any factor beyond the Agency’s control.
2.4 Where a Sub Contractor is employed by the Agency, the Agency shall get an estimate from the Sub Contractor and seek the client’s approval to the Sub Contractor’s fees.
2.5 The Client may not cancel, rescind or repudiate any Estimate or Contract which has been accepted by the Agency except with the prior written agreement of the Agency and on terms that the Client shall indemnify the Agency in full against all loss (including loss of profit), costs (including the cost of all provisioned services, labour and materials used), damages, charges and expenses incurred by the Agency as a result of cancellation or repudiation for all work up to and including the date of cancellation or repudiation.
2.6 Time for payment for the Services and/or the Materials shall be of the essence. Payment must be made by the invoice due date. Time for payment is a condition of this agreement.
2.7 The Client shall be deemed to have authorised the Agency to provision all Services and purchase all Materials once any Estimate is accepted. Acceptance can be in writing via email, digitally via electronic quote, or verbally, whereby acceptance will be recorded against the Estimate in the accountancy software used by the Agency.
2.8 Except as otherwise agreed between the parties, the Materials and/or Services are accepted by the Client on the basis that the price quoted is exclusive of any value added tax (unless indicated), special packing materials, carrier charges, delivery, insurance or customs duties, which costs shall be borne directly by the Client.
3. Tax
The Agency reserves the right to charge the amount of any Value Added Tax payable whether or not included on the estimate or invoice.
4. Copyright
Where advertising, photography, artwork or design has been commissioned, the parties agree that copyright for all work carried out is retained by the Agency. Where any such material has been supplied to the Client for its use the parties agree it shall only be used directly for the purposes authorised by the Agency. Once the Agency has received payment in cleared funds, the reproduction and publication rights shall transfer to the Client, but until such time shall remain vested in the Agency and the Client shall hold such material as until the Agency has been paid in full.
5. Client’s property
5.1 Except in the case of a client who is not contracting in the course of a business or holding themselves out as doing so, Client’s property and all property supplied to the Agency by or on behalf of the Client shall while it is in the possession of the Agency or in transit to or from the Client be deemed to beat the Client’s risk unless otherwise agreed and the Client should insure its property accordingly.
5.2 The Agency shall be entitled to make a reasonable charge for the storage of any Client’s property left with the Agency before receipt of the order or after notification to the Client of completion of the work.
6. Variations
6.1 Variations to these Terms shall only be permissible if agreed in writing by Authorised Representatives of the parties.
6.2 Any Client‑requested changes that increase system complexity may increase ongoing support & maintenance fees as described in the Support & Maintenance Policy.
7. Illegal matter
7.1 The Agency shall be under no obligation to print or publish any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.
7.2 The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the Client. The indemnity shall extend to any amounts paid in respect of legal costs in settlement of any claim.
8. Liability
8.1 The Agency will use reasonable skill and care in delivering services but does not warrant that software will be error‑free or uninterrupted.
8.2 The Agency is not liable for: (a) loss of profit, revenue, or business; (b) indirect or consequential loss; (c) failures of third‑party services, hosting providers, APIs, or internet connectivity; (d) Client misuse or unauthorised modifications.
8.3 Liability is limited to the total fees paid by the Client in the preceding 12 months.
9. Clients obligations
The Client undertakes to do the following:
9.1 Give clear and precise instructions and in respect of matters important to the Agency, these must be confirmed in writing.
9.2 To pay in full, within 30 days of invoice date, each and every invoice or as otherwise detailed in any Estimate; in default, the Agency reserves the right to charge interest from the invoice date at the rate of four percent over the base rate from time to time of HSBC PLC both before and after judgment.
9.3 Any variation or cancellation of the Agreement by the Client shall give the Agency the right to recover losses flowing there from on a full indemnity basis.
9.4 The Client shall comply with all interim or stage‑payment schedules as agreed between the parties, including any subsequent variations.
10. Proofs, Visuals, Requirements, Scope and Sign Off
10.1 Proofs, visuals, requirements, scope, test versions, prototypes, staging environments of all work may be submitted or reviewed for Client’s approval (sign off) and the Agency shall incur no liability for any errors not corrected by the Client as submitted or reviewed. Client’s alterations and additional proofs necessitated thereby shall be charged at an extra cost.
10.2 When style, type or layout is left to the Agency’s judgment, any changes made by the Client may be charged as extra items and shall be invoiced to the Client at the Agency’s then current hourly rate.
10.3 If the Client fails to notify the Agency of any amendments, the Client shall be deemed to have checked and accepted the proof and the Agency shall have no liability in respect of claims, charges or variations subsequently necessitated.
10.4 The Client will be provided with opportunities to review prototypes, test versions, or staging environments. Acceptance testing must be completed within 10 working days unless otherwise agreed. If the Client does not provide feedback within this period, the work will be deemed accepted.
10.5 Bugs or deviations from the agreed specification will be corrected as part of acceptance. Change requests outside scope will be chargeable.
11. Delivery and payment
11.1 Delivery occurs when the software or website is deployed to the agreed hosting environment or provided for acceptance testing. The Agency is not responsible for delays caused by the Client’s systems, networks, or third‑party providers.
11.2 Unless otherwise specified, the price quoted excludes delivery where relevant.
11.3 Should expedited delivery be agreed an extra charge may be made to the Client to cover any overtime or any other additional costs involved.
11.4 Should work be suspended at the request of or delayed through any default of the Client for a period of 30 days the Agency shall immediately upon the expiry of the 30 day period be entitled to payment for work already carried out, services provisioned, materials specially ordered and other additional costs including storage and recurring costs.
11.5 The Client will either pay each invoice in full in cash or cleared funds within 30 days from the date of such invoice or on terms detailed in any relevant Estimate, failing which the Agency shall be entitled to cease all further work on behalf of the Client without liability in respect of any loss or damage sustained by the Client as a result.
11.6 Notwithstanding the Agency’s liability to cease any further work in accordance with clause 12.5 of these Terms, the Client shall not in any respect be released from its obligations to the Agency under any Contract.
11.7 Recurring services (including hosting and support) are invoiced according to the schedule set out in the Estimate or Hosting/Support Policies.
12. Estimates
All prices quoted are dependent upon sight of relevant requirements, scope, instructions, brief, copy, images, artwork, corporate identity guides and other such materials.
13. Timetable
If a timetable is agreed between the parties, the Agency will only be expected to comply with the deadlines if the Client does likewise and in as much as the Client has not delayed or altered the brief in any way.
14. Property, ownership & termination
14.1 All digital deliverables remain the property of the Agency until paid in full. Upon payment of cleared funds, the rights below apply
14.2 The Client owns the working compiled application and all data contained within it. The Agency retains ownership of all source code, internal frameworks, development tools, and intellectual property used to create the application unless otherwise agreed in writing.
14.3 If the Client terminates services, the Agency will provide a compiled/encoded version of the application and a data export as described in the FAQs and Hosting Policy. Access to source code is not included unless separately negotiated.
15. Delays & Suspension
15.1 The Agency will use reasonable endeavours to comply with any date or dates for the supply of the Services and/or the Materials, save that unless the Estimate or Contract otherwise expressly provides, such date or dates shall constitute only statements of expectation and shall not be binding. Accordingly, the time of the supply of the Services or the Materials shall not be of the essence of the Contract and if the Agency fails to supply the Services or the Materials by any specified date, such failure shall not constitute a breach of the Contract and the Client shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related contract in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting there from.
15.2 If the Agency shall be prevented or hindered from supplying the Services and/or the Materials or any part thereof by any circumstances beyond its reasonable control (Force Majeure) for any Materials and/or Services deliverable(within the United Kingdom, by close of business on the fiftieth day from the date of acceptance of the Contract and for any Materials and/or Services deliverable outside the United Kingdom, by close of business on the one hundredth day from the date of acceptance of the Contract), performance of the Contract shall be suspended for so long as the Agency is so prevented or hindered PROVIDED THAT if the performance of the Contract shall be suspended for more than one hundred and fifty days the Agency shall been titled by notice in writing to the Client forthwith to terminate the Contract or cancel any outstanding part thereof and in such circumstances the Client shall pay at the rates specified above for all the Services and/or the Materials supplied and materials used by the Agency to the actual date of such termination and the Agency shall not have any liability to the Client for any direct or consequential loss or damage suffered by the Client as a result of the Agency’s inability to perform its obligations under the Contract in the circumstances mentioned above.
15.3 For the purposes of clause 15.2, Force Majeure shall mean fires, strikes, insurrection or riots, embargoes, or delays in transportation, inability to obtain supplies and raw materials or any other circumstances of any kind whatsoever beyond the reasonable control of the Agency which results in the party being in breach of its obligations under this Agreement.
15.4 The Agency shall not be liable for any claim or claims for direct or indirect consequential or incidental injury, loss or damage (other than for death or personal injury as a result of the Agency’s negligence) made by the Client against the Agency (whether in contract or in tort including negligence on the part of the Agency, its servants or agents) arising out of or in connection with the Services or the Materials or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or a breach of a fundamental term thereof ) of the Agency, its servants or agents in the performance of the Contract.
15.5 Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach of any obligation arising from the Supply of Goods and Services Act 1982 as against the Client if he is dealing as a consumer as defined by Section 12 of the Unfair Contract Terms Act 1977.
15.6 The Agency makes no representations as to the benefit of the Customer arising out of the provision of the Services and there is neither expressed nor shall there by implied into the Contract any conditions or warranties as to the same.
15.7 If the Client delays a project for more than 30 days, the Agency may invoice for all completed work, provisioned services, and third‑party costs incurred to date.
16. Lien
Without prejudice to any other remedies which the Agency may have, the Agency shall in respect of all debts due and payable by the Client to the Agency have a general lien on all goods and property belonging to the Client in its possession and shall be entitled upon the expiration of fourteen days’ notice to the Client to dispose of such goods or property as it thinks fit and to apply any proceeds of sale thereof to the payment of such debts.
17. Non-assignment
The Client may only assign any claims and obligations under these terms of business to third parties after having obtained the prior written approval of the Agency.
19. Waiver
Any waiver of any breach of these Terms shall not prejudice the Agency’s rights in respect of any subsequent breach.
20. Dispute resolution
All disputes, differences or questions arising out of these terms of business or as to the rights and liabilities of the parties hereto or as to the construction or interpretation hereof shall be referred to the decision of a single arbitrator to be agreed between the parties or in default of agreement to be appointed at the request of either party by the President for the time being of the Chartered Institute of Arbitrators. The arbitrator shall act as an expert whose decision (including as to costs) shall, expect in the case of manifest error, be final and binding on the parties.
21. Notices
Any notices required to be given to the Client or to the Agency must be given in writing and delivered by hand, by mail, with mail confirmation or by email, at the addresses set out in the main contract (or such other addresses as shall have been notified to the other party in writing). If hand delivered, notices are deemed served upon the day following delivery. If sent by first class mail, notices are deemed served on the second day following posting. If sent by email, are deemed served upon receipt and an acknowledgement via a reply from the Agency.
22. Severability
If any part of these terms of business shall be found by any court to be invalid, the invalidity should not affect the remaining conditions and the parties shall attempt to substitute therefore invalid condition having as near the same effect as the invalid condition as shall be legally permissible.
23. Entire agreement
The Client agrees that he will have no remedy in respect of any untrue statement made to him upon which he relied in entering into these terms of business and that his only remedies will be for breach of contract. The Client irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation, whether or not contained in these terms of business, or breach of any warranty not contained in this agreement (unless such misrepresentation warranty was made fraudulently) and/or to rescind these terms of business.
24. Insolvency
24.1 If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
24.1.1 have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him, and
24.1.2 in respect of all unpaid debts due from the customer have a general lien on all goods and property in possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.
25. Law
These conditions and all other express terms of the contract shall be governed and construed in accordance with the Laws of England. These Terms do not affect your statutory rights.
26. Third party suppliers
26.1 The Agency shall not be liable in respect of any act or omission of any third party and any agreement made between the Client and any third party shall be a contract between the Client and the third party and the Agency shall not be a party to that contract, even if the Agency introduced the Client and the Third Party.
26.2 Where third‑party services, APIs, libraries, or hosting providers are used, The Agency is not liable for outages, changes, or failures of those services.
27. Websites and Content
The Agency does not have control over the content of the Client’s website and shall not be liable in relation to any action made relating to inaccurate or incorrect information and shall not be liable in relation to any other action brought in relation to the content of the website. Any dispute between the Client and the Party hosting the website will be dealt with in accordance with Clause 26 above.
28. Client Conduct
28.1 Under no circumstances will we tolerate threatening or abusive behavior towards The Agency staff. Should this occur, The Agency reserves the right to terminate the hosting agreement with immediate effect.
28.2 Should the Client, during the course of a telephone conversation, email or support ticket, make reference to “legal action” or say anything The Agency might reasonably understand to imply or infer that the Client may intend to pursue a legal claim against The Agency, The Agency reserves the right to refuse telephone support going forward. Any further correspondence must then be sent by email or support ticket.
28.3 Should The Agency feel that your needs would be better served by another provider, they reserve the right, at our sole discretion, to terminate any agreement for recurring services such as hosting, support & maintenance and provide any further development services to the Client. Where it is reasonable and applicable to do so, The Agency will provide 30 days notice of termination and provide a backup of any Client-owned data such as a database snapshot of the application or website developed by the Agency. Intelluctual property remains as per detailed in our FAQs document.
29. Domain Names
29.1 The Agency will always register, transfer and renew domain names in our Client's name - never in its own, unless no alternative is provided. The Client is always in control of every aspect of your domain name(s) and can manage their domain's WHOIS data by contact The Agency. It is their responsibility to keep this data correct.
30. Hosting & Support
30.1 Customers are responsible for all scripts, data and other objects on their accounts. Abusive scripts are scripts which interfere with The Agency’s systems and/or the accounts of other customers, cause harm to any other computer system or user, or engage in any type of fraudulent activity. Any account found to be the source of abusive scripts will be immediately suspended and investigated, and subject to action as detailed under Illegal Content below. The Agency will always notify Clients and, where necessary, fully co-operate with the authorities.
30.2 The Client must not use the service for the transmission of illegal material. They agree to refrain from sending or receiving any materials which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing or otherwise as prohibited by current and future statutes in force. They agree to refrain from sending or receiving any material which may be in breach of copyright (including Intellectual Property Rights), confidence, privacy or other rights. If The Client is in any doubt as to the legality of what they are doing, or propose to do, they should take independent legal advice.
30.2.1 All content uploaded to your hosting service, including dedicated server, virtual private servers (VPS) and shared servers, must conform to UK law. It is the user's sole responsibility to ensure this. Storage, distribution of or transmission of illegal materials may lead to investigation and possible prosecution by the relevant authorities.
30.2.2 The Client must not gain or attempt to gain unauthorised access to any computer systems for any purpose. Such action may lead to criminal prosecution under the Computer Misuse Act.
30.2.3 The Client must not send data to the internet using forged addresses or data which is deliberately designed to adversely affect remote machines (including but not limited to denial of service (DDoS), worms and viruses, trojans and ping storms).
30.2.4 The Client must ensure that local PCs and network connected servers are not configured to allow open relay and must not participate in the sending of unsolicited bulk email (commonly referred to as 'spam' ,'UBE','UCE' ).
30.2.5 The Client are prohibited from running 'port scanning' or other software intended to probe, scan, test the vulnerability of or access remote systems or networks except in circumstances where the Agency has given express permission for this to be done. The Agency may ask for evidence of such permission.
30.2.6 The Client must take all reasonable steps to ensure that your password and login credentials remain confidential.
30.2.7 Open proxy servers are not permitted under any circumstances and will result in immediate termination of service.
30.2.8 Sites must not contain 'hateful' material or content which seeks to incite hate.
30.2.9 Sites must not contain images, videos, depictions or descriptions of pornography which is unlawful in the UK or which is deemed to be distasteful at The Agency’s sole discretion.
30.2.10 Sites must not contain 'warez', copyrighted music/videos or links to such content. It is the sole responsibility of the user to ensure that they have the rights to distribute any content displayed on their website.
30.2.11 Sites must conform to UK copyright law.
30.3 Hosting, support, and maintenance services are governed by the Hosting Policy and Support & Maintenance Policy. These documents form part of this Agreement.
30.4 Hosting and support services renew automatically unless cancelled with 30 days’ written notice prior to renewal. Some services renew annually and are non‑refundable once renewed.
31. Email Usage
31 The Agency have a zero-tolerance policy against spam and the sending of bulk, unsolicited e-mail is prohibited at all times. Clients who abuse the email service will be notified that their behaviour is unacceptable and may have their accounts suspended, terminated or blocked at our sole discretion.
31.1 The Client agrees not to send emails that might cause annoyance, inconvenience or anxiety to a recipient.
31.2 The Client agrees not to send any emails likely to cause distress or any material which is offensive, indecent, obscene, menacing or in any way unlawful.
31.3 The Client agrees to have a clear opt out policy in all newsletter communications.
31.4 The Client must not use The Agency’s mail services or network to send email to any user who does not wish to receive it.
31.5 The Client must not use The Agency’s mail services or network to send unsolicited email, in bulk (commonly known as 'spam') or individually.
31.6 The Client must not use They Agency’s mail services or network with intent to deprive others of service ('mail bomb').
31.7 The Client must not use false mail headers or alter the headers of mail messages in such a way as to conceal the identity of the sender.
31.8 The Client must not use any email address that you are not authorised to use.
31.9 The Client must ensure that any email servers connected to our network and operated by you are not configured to allow 'open relay'.
31.10 The Client must take full responsibility for their own email reputation, The Agency cannot guarantee a positive reputation.
32. Right to Suspend and Disable
32.1 The Agency reserve the right, at our sole discretion and without liability to The Client or any of The Clients contacts, to suspend or cancel the WHOIS Privacy Service and to reveal the Registrant and other contact information in certain circumstances, including but not limited to the following:
32.1.1 when required by law;
32.1.2.in the good faith belief that disclosure is necessary to further determine an alleged breach of a law;
32.1.3.to comply with all legal processes served upon Silver Innovation Limited, such as Court Orders;
32.1.4.to resolve any and all third party claims including but not limited to ICANN’s or a Registry’s dispute resolution policy;
32.1.5.to avoid financial loss or legal liability;
32.1.6.if The Agency believes that you or one of your Contacts are using the WHOIS Privacy Service to conceal involvement with illegal, illicit, objectionable or harmful activities
32.1.7.to transmit SPAM, viruses or other malware
You understand and agree that, in the event that The Agency receive a formal complaint, notice of claim or URDP, that will have the right to disable the WHOIS Privacy Service pending final resolution of the matter.
33. Data Protection
Data protection obligations are governed by the Agency’s GDPR Statement for Service Provision, which forms part of this Agreement and constitutes the Data Processing Agreement (DPA) between the parties.
34. Confidentiality
Both parties agree to keep confidential all non‑public information obtained during the course of the project. This obligation survives termination.
35. Testing and Staging Environments
35.1 A test or staging environment may be provided at the Client’s request or where the Agency deems it necessary for development, testing, or deployment purposes.
35.2 Any such environment will incur additional costs, including (but not limited to) initial setup, configuration, data transfer, and ongoing recurring charges for hosting and support & maintenance, as set out in the Hosting and Support & Maintenance Policies.
35.3 The scope and functionality of any test or staging environment may be limited by third‑party services, integrations, licensing restrictions, or technical constraints.
35.4 The Client is responsible for using the test or staging environment to review and test new functionality, and for ensuring that adequate testing is carried out to minimise disruption to live systems.
35.5 The Agency provides no SLA, uptime guarantee, or performance commitment for any test or staging environment. Such environments may also be used by the Agency for its own internal testing, quality assurance, and pre‑acceptance checks.
36. Completion, Provisioning & Invoicing
36. Completion, Provisioning and Invoicing
36.1 The Agency may invoice for one‑off development work when, in the Agency’s reasonable opinion, the work described in the Estimate has been completed, whether or not the Client has provided written acceptance, feedback, or confirmation that they are “happy” with the work.
36.2 The Agency may invoice for recurring services (including hosting, support & maintenance, SSL certificates, domains, email services, and any other provisioned services) from the point at which such services are set up, configured, provisioned, renewed, or otherwise made available to the Client, irrespective of whether the Client has begun using them or whether the associated project has gone live.
36.3 Where the Agency has provisioned third‑party services or incurred external costs on the Client’s behalf, the Agency may invoice immediately upon provisioning, and the Client shall remain liable for all such costs even if the project is delayed, paused, or cancelled.
36.4 Go‑live, deployment, or public release of the Client’s software or website is not a prerequisite for invoicing, and shall not affect the Agency’s entitlement to payment for work completed or services provisioned.
36.5 Where the Client delays acceptance, testing, or go‑live for any reason, the Agency may invoice for all completed work and all recurring services already provisioned, and such invoices shall be payable in accordance with the standard payment terms.
36.6 If the Client requests changes, revisions, or additional work after the Agency has completed the work described in the Estimate, such changes shall be treated as variations and invoiced separately in accordance with Section 10 (Variations).
36.7 Nothing in this Agreement shall require the Agency to delay invoicing until the Client has provided written acceptance, signed off the work, or confirmed satisfaction. The Agency’s determination of completion or provisioning shall be sufficient for invoicing purposes.
37. Security and Standards
37.1 The Agency develops all applications, websites, and digital solutions in accordance with reasonable industry best‑practices for security, and will use reasonable skill and care to ensure that such solutions are aligned with current standards at the time of development.
37.2 The Agency will use reasonable efforts to ensure that underlying frameworks, libraries, and third‑party dependencies are patched and kept up to date. However, the Client acknowledges that not all components will be upgradeable due to compatibility constraints, deprecated functionality, or technical limitations.
37.3 The Client acknowledges that technology, security standards, and third‑party platforms evolve over time, and that legacy solutions may not remain current, secure, or compatible indefinitely, even where support & maintenance services are in place. Periodic redevelopment, refactoring, or replacement of older systems may be required to maintain security, performance, or compatibility.
37.4 Where legacy systems require updates, refactoring, or retrofitting to meet modern standards, such work falls outside the scope of support & maintenance and may require additional development, testing, and associated costs.
37.5 New security vulnerabilities may be discovered from time to time. The Agency will use reasonable efforts to address high‑severity risks promptly. Lower‑severity or non‑critical vulnerabilities will be assessed on a case‑by‑case basis and may require additional development or incur additional costs.
37.6 Upgrading or replacing third‑party libraries, frameworks, or dependencies may present technical challenges, breaking changes, or functional limitations, and may require additional development work, retesting, or re‑engineering. Such work may be chargeable.
37.7 Penetration testing, vulnerability scanning, load testing, or any other form of security or threat testing must not be carried out without the Agency’s prior written consent and an agreed testing plan. Unauthorised testing may disrupt services. Any remediation work arising from such tests may incur additional development costs.
37.8 The Agency utilises various tools and software for automated uptime monitoring, server monitoring, performance checks, suspicious activity detection, and backups. The Agency reserves the right to block, restrict, or refuse any third‑party monitoring or scanning tools that may interfere with, duplicate, or compromise these systems.
37.9 If the Client seeks external certifications (including but not limited to Cyber Essentials, Cyber Essentials Plus, ISO standards, or similar), the Client acknowledges that such certifications may require additional configuration, development work, or changes to the hosting environment. The Agency does not guarantee that its systems or services will meet the requirements of any specific certification, but will take reasonable measures to support security best‑practice. Any work required to support certification may be chargeable.
37.10 The Client acknowledges that no software can be guaranteed to be error‑free, vulnerability‑free, or immune from security risks, and the Agency provides no such guarantee. The Agency’s liability in relation to security issues is subject to the limitations set out in Section 12 (Liability).
Additional References
The Client acknowledges that the following documents form part of this Agreement: the Hosting Policy, Support & Maintenance Policy, GDPR Statement, and Frequently Asked Questions (FAQs). Where there is a conflict, these Terms & Conditions take precedence.