Landmark Terms and Conditions

Landmark IT Consultants Ltd

1. Introduction

These Terms and Conditions govern the provision of website development, design, search engine optimisation, hosting, maintenance and related services by Landmark IT Consultants Ltd, a company registered in England and Wales (“we”, “us”, or “our”), to the client (“Client”, “you”, or “your”).

By accepting a quotation, signing a sales order, making a payment, or confirming instructions in writing, you agree to be bound by these Terms.

2. Services

We will provide website development, design, SEO and related services as outlined in the agreed project brief, proposal, quotation or sales order.

Any work requested outside the agreed scope will be treated as additional work and may incur additional charges.

3. Quotations and Payment

• All quotations are valid for 30 days unless otherwise stated.
• A non-refundable deposit is required before work begins. The deposit amount or percentage will be stated in the relevant quotation, proposal or sales order.
• All standard invoices must be paid within 14 days of the invoice date unless a different payment date is stated on the invoice or agreed in writing.
• Final website build invoices must be paid in full before the website is launched, transferred or made available for public use, even where the standard 14-day payment period has not expired.
• No website or related work will be launched or transferred until all website development fees and any other amounts due have been paid in full.
• Payments must be made by bank transfer unless another payment method has been agreed in writing.
• All fees are non-refundable unless stated otherwise in these Terms or agreed in writing.
• The Client must pay all invoices without deduction, withholding or set-off unless required by law.

3.1 Monthly Payment Plans

Where a website, service or project is paid for through an agreed monthly payment plan:

• The deposit and monthly payment amount will be stated in the quotation, proposal or sales order.
• Monthly payments must be made on the agreed payment dates.
• The payment plan forms a minimum payment commitment unless otherwise stated in writing.
• The Client may use the website while payments are up to date, subject to the intellectual property provisions in Section 9.
• Failure to use the website or services does not remove the Client’s obligation to make the agreed payments.
• Unless otherwise agreed, early termination does not remove the Client’s obligation to pay the remaining balance of the payment plan.

3.2 Website Build Included with Annual SEO Agreement

• Where stated in the quotation, proposal or sales order, the Client may receive a website design and build as part of a 12-month SEO agreement.
• Before work begins, the Client must pay the website deposit specified in the quotation. The deposit is non-refundable once work has started.
• The remaining cost of the website build is included within the agreed monthly SEO payments, provided the Client completes the full 12-month SEO term.
• The website is not provided free of charge. Its remaining build cost is included within the monthly SEO arrangement in return for the Client committing to the full minimum term.

The agreement may include:

• • Website build deposit: £[amount] plus VAT
  • Monthly SEO fee: £[amount] plus VAT
  • Minimum SEO term: 12 months

• • The minimum term will begin on the date stated in the quotation, proposal or sales order.
  • Unless otherwise stated, the minimum term will begin on the date the first monthly SEO payment becomes due.
  • Monthly SEO payments must be made on the agreed payment dates and will continue throughout the minimum term.
  • If the Client fails to pay any amount due and does not remedy the non-payment within seven days of receiving written notice, all remaining monthly SEO payments for the minimum term will become immediately due and payable.
  • If the Client cancels or terminates the agreement before completing the 12-month minimum term, all remaining monthly SEO payments for the minimum term will become immediately due and payable.
  • For example, if the Client cancels after completing six months of a 12-month agreement at £600 plus VAT per month, the remaining six monthly payments, totalling £3,600 plus VAT, will become immediately payable.
  • We will issue an invoice for the outstanding contractual balance, which must be paid within 14 days of the invoice date.

The Client may not avoid the minimum payment commitment by:

• • Pausing or stopping the SEO service
  • Cancelling a recurring payment or Direct Debit
  • Removing our access to the website or associated accounts
  • Moving the website to another provider
  • Failing to provide information, content, approval or cooperation where required
  • Taking the website offline
  • Selling, transferring or closing the business
  • Failing to use the SEO service or website

The minimum payment commitment will not apply where the Client terminates the agreement because we have committed a material breach and have failed to remedy that breach within 30 days of receiving written notice.

Once the minimum 12-month term has been completed and all payments have been made, the SEO service will continue on a monthly rolling basis unless otherwise stated in the quotation.

After the minimum term, either party may end the SEO service by providing 30 days’ written notice.

4. Late Payment

• An invoice will be treated as overdue if it has not been paid by the payment date stated on the invoice.
• A charge of £30 may be applied for each reminder issued for an overdue payment.
• We reserve the right to charge statutory interest and recovery costs where permitted under the Late Payment of Commercial Debts legislation.
• We may suspend website access, hosting, SEO, maintenance or any related services until all overdue amounts have been paid.
• We are not responsible for any loss of traffic, sales, enquiries, rankings or other losses caused by a service suspension resulting from non-payment.
• Suspension of services does not remove the Client’s obligation to pay any outstanding charges or minimum-term commitments.

5. Minimum Charge and Billing

• A minimum charge of 60 minutes applies to all work unless otherwise agreed.
• Time is billed in 60-minute increments thereafter.
• Work requested outside an agreed package, quotation or project scope will be charged at our current hourly rate.

6. Revisions

6.1 Framework Design Amendments

The Client is entitled to one round of revisions to the website framework design, including the agreed layout and structure.

Additional revisions will be charged at our standard rate.

6.2 Post-Approval Changes

Once the design has been approved and development has started, any further changes may incur additional charges depending on the scope of the request.

Changes to approved content, functionality, layouts or designs may also affect the agreed completion date.

7. Project Sign-Off

Once a project, design, page or stage has been approved by the Client in writing or by email, any further changes requested will be treated as additional work and charged accordingly.

The Client is responsible for checking all content, contact details, prices, links, forms and functionality before approving the website for launch.

8. Client Responsibilities

The Client agrees to:

• Provide a clear written brief before work begins
• Supply all required text, images, branding assets and other content in the agreed formats
• Provide accurate login details and access to relevant accounts where required
• Provide feedback and approvals within reasonable timeframes
• Review and approve all content before publication
• Notify us promptly of any errors or required corrections
• Cooperate with reasonable requests needed to complete the work

Any requests not included in the original brief may result in additional charges.

Delays caused by missing content, access, feedback or approval may affect the project schedule.

9. Intellectual Property

9.1 Websites Paid in Full

Upon full payment of all website development fees, the Client is granted a non-exclusive, non-transferable licence to use the completed website for its intended business purpose.

This licence does not transfer ownership of:

• Unused concepts, drafts or design options
• Our internal working files or development processes
• Third-party software, themes, plugins, fonts or stock assets
• Reusable code, frameworks, templates or functionality that was not developed exclusively for the Client
• Any software or material subject to a separate third-party licence

9.2 Websites Paid Through a Monthly Payment Plan

Where a website is supplied through a monthly payment plan, annual SEO agreement or another instalment arrangement:

• Ownership of the website design and build remains with us until the full payment plan or minimum contractual term has been completed and all invoices have been paid.
• While payments are up to date, the Client is granted a limited, non-exclusive, non-transferable and revocable licence to use the website for its intended business purpose.
• The Client may not sell, transfer, duplicate, licence, assign or move the website to another provider without our written consent while any payment remains outstanding.
• The Client may not grant another developer, agency or third party access to copy, transfer or reproduce the website while any payment remains outstanding without our written consent.
• If payments become overdue, we may suspend the Client’s licence to use the website until the overdue amounts have been paid.
• Once the payment plan or minimum term has been completed and all amounts due have been paid, the Client will receive the same licence described in Section 9.1.

Completion of the payment plan does not transfer ownership of third-party software, themes, plugins, stock assets, reusable frameworks or other separately licensed materials.

9.3 General Intellectual Property Terms

• We retain ownership of all unused concepts, drafts, code and design work.
• We retain the right to reuse non-client-specific code, layouts, frameworks, techniques and functionality.
• We may display completed work in our portfolio, website, social media or marketing materials unless otherwise agreed in writing.
• Transfer of editable files, source files, design files or development environments must be agreed in advance and may incur additional charges.
• No intellectual property licence is granted until all relevant payments have been received.

10. Website Content and Compliance

The Client is responsible for ensuring that all supplied or approved content:

• Is accurate and not misleading
• Complies with applicable laws and regulations
• Does not infringe copyright, trademark or other intellectual property rights
• Can lawfully be published and used by us
• Contains any required legal, regulatory or industry-specific information

We accept no liability for claims, losses or regulatory issues arising from Client-provided or Client-approved content.

11. Third-Party Services

• The Client is responsible for securing and maintaining third-party services such as hosting, domains, plugins, payment systems and stock assets unless these are expressly included in our quotation.
• Third-party charges may change and may be payable directly by the Client.
• We are not responsible for downtime, errors, security incidents, price changes or failures caused by third-party providers.
• We cannot guarantee the continued availability or compatibility of third-party software or services.

12. Hosting and Maintenance

• Hosting and ongoing maintenance are not included unless agreed in writing.
• Ongoing support, hosting or maintenance services may be subject to a separate agreement or recurring payment.
• The Client remains responsible for maintaining valid domain registrations and any third-party accounts held in the Client’s name.
• We may suspend hosting or maintenance services where invoices remain unpaid.

13. Project Delays and Scheduling

13.1 Client Delays

If the Client fails to provide required materials, access, approvals or feedback within a reasonable timeframe, we may pause the project.

13.2 Reprioritisation

Paused projects will be rescheduled and moved within our workflow based on availability.

We cannot guarantee that work will restart immediately after the Client provides the missing information.

13.3 Impact on Deadlines

Any agreed deadlines or launch dates may be revised where delays are caused by the Client, a third-party provider or circumstances outside our reasonable control.

13.4 Long-Term Delays

Where a project is delayed by the Client for more than 30 days, we may invoice for all work completed up to that point.

Where a project is delayed by the Client for more than 90 days, we may close the project and require a new quotation before work resumes.

14. Confidentiality

Both parties agree to keep confidential information private and not disclose it to third parties without prior written consent, except where disclosure is required by law or necessary to deliver the agreed services.

15. Limitation of Liability

We are not liable for:

• Indirect or consequential losses
• Loss of profit, revenue, sales, enquiries, rankings or business opportunities
• Losses caused by inaccurate, incomplete or delayed Client input
• Issues arising from third-party systems, services, plugins or providers
• Changes made to the website by the Client or another third party
• Search engine algorithm changes, ranking losses or changes to third-party advertising platforms
• Downtime, security incidents or data loss outside our reasonable control

Nothing in these Terms limits liability where it cannot legally be limited.

Subject to this, our total liability will be limited to the total amount paid by the Client for the specific services giving rise to the claim during the six months before the claim arose.

16. Termination

16.1 General Termination

Subject to any minimum term, payment plan or notice period stated in the quotation, proposal, sales order or these Terms, either party may terminate an agreement by providing seven days’ written notice.

The Client will be invoiced for:

• All work completed up to the termination date
• Any agreed third-party costs or commitments
• Any outstanding invoices
• Any remaining minimum-term or payment-plan charges

All deposits remain non-refundable.

16.2 Minimum-Term Services

The general termination right in Section 16.1 does not remove or reduce any minimum payment commitment applying to:

• Annual SEO agreements
• Monthly website payment plans
• Hosting agreements
• Maintenance agreements
• Other fixed-term or recurring services

Where the Client has entered into a minimum-term agreement, the Client remains responsible for all charges due for the full minimum term.

Where a website has been included within an annual SEO agreement, Section 3.2 will apply.

16.3 Termination for Breach

Either party may terminate the agreement where the other party commits a material breach and fails to remedy that breach within 30 days of receiving written notice describing the breach.

We may suspend or terminate services immediately where the Client:

• Fails to pay an invoice by its due date and does not remedy the non-payment following written notice
• Uses the website or our services for unlawful or prohibited activity
• Acts fraudulently
• Repeatedly fails to provide the information, access or cooperation needed for us to provide the services
• Breaches our intellectual property rights
• Provides abusive, threatening or unlawful communications

Termination or suspension will not affect payment obligations that arose before the termination date or that apply to an agreed minimum term.

17. E-Commerce Services

17.1 Platform and Integration

We will implement e-commerce functionality based on the agreed scope and platform.

17.2 Product Content

The Client is responsible for all product information, including accuracy, descriptions, prices, images, availability and compliance.

17.3 Payment Gateways

The Client must set up and manage payment gateway accounts and comply with the provider’s requirements and relevant payment standards.

17.4 Taxes and Compliance

The Client is responsible for configuring taxes, delivery charges and product restrictions, and for complying with all applicable laws and regulations.

18. Orders, Shipping and Fulfilment

• The Client is responsible for order processing, inventory management and customer communication.
• Shipping settings, charges and delivery information must be provided and approved by the Client.
• We are not liable for delivery delays, lost orders, fulfilment errors or issues caused by couriers or third parties.

19. Returns and Customer Service

• The Client must provide a legally compliant returns, cancellation and refund policy.
• The Client is responsible for handling customer enquiries, complaints, refunds and disputes.
• We do not provide legal advice regarding consumer contracts, refunds or e-commerce compliance.

20. Data Protection and Security

• The Client is responsible for complying with UK GDPR, the Data Protection Act and other applicable privacy laws.
• The Client is responsible for providing appropriate privacy notices, cookie information and consent wording.
• We implement standard security measures during development, but ongoing security, monitoring and compliance remain the Client’s responsibility unless covered by a separate maintenance agreement.
• The Client must keep account passwords and login details secure.

21. Limitation of Liability for E-Commerce

We are not liable for:

• Disputes between the Client and its customers
• Chargebacks, refunds or failed transactions
• Errors in product listings, prices, stock levels or fulfilment
• Tax, consumer law or regulatory compliance beyond the agreed technical implementation
• Losses caused by payment gateways, delivery providers or other third parties

22. Suspension of Services

We may suspend services where:

• Invoices remain overdue
• Payment systems are restricted or suspended
• Illegal, prohibited or infringing products or content are published
• Fraudulent or suspicious activity is reasonably suspected
• The website creates a security risk
• The Client breaches these Terms

Suspension does not remove the Client’s responsibility to pay agreed fees.

23. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including outages, cyber incidents, hosting failures, natural disasters, industrial disputes, government action or failures of third-party services.

24. Amendments

• We may update these Terms by providing 28 days’ notice.
• Changes will not retrospectively alter an agreed fixed price or minimum-term payment commitment unless agreed by both parties.
• Continued use of ongoing services after the effective date of the updated Terms constitutes acceptance of the revised Terms.

25. Acceptance

By accepting a quotation, paying a deposit, signing a sales order, confirming instructions or allowing work to begin, the Client confirms acceptance of these Terms.

26. Governing Law

These Terms are governed by the laws of England and Wales.

Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

Updated: 10 Feb 2024