Terms & Conditions

Last updated: 2 July 2026

These terms set out how we work together. Please read them before you accept a proposal, because they become part of your contract with us. Section 19 gives extra rights to anyone buying as a consumer rather than for a business.

1. Who we are, and these terms

We are Expect Best Ltd, a company registered in England and Wales under company number 08878408. Our VAT registration number is GB 183497077. Our registered office is at A34 Arena Business Park, Holyrood Close, Poole, Dorset, BH17 7FJ. In these terms we call ourselves "Expect Best", "we", "us" or "our", and we call you "you", "your" or "the client".

You can reach us by email at sales@expectbest.co.uk or by phone on 01202 237027. Our website is expectbest.co.uk. We have been trading since 2010.

These terms are our written standard terms of business. They apply to every proposal we send and every service we supply, unless we have signed a separate written agreement that says otherwise. You can print this page or save it as a PDF from your browser, and we will email you a copy on request, so that you can store it and read it again later.

If you are buying as a consumer rather than for your business, section 19 applies to you and gives you extra rights. Where section 19 conflicts with anything else in these terms, section 19 wins.

2. Definitions and interpretation

In these terms:

• Business Day: Monday to Friday, not counting public holidays in England.
• SOW: the statement of work, proposal, quote, estimate or order that describes the Services, the Deliverables, the Fees and the timetable.
• Contract: the agreement between us, made up of the SOW, these terms, and any separate agreement we have both signed.
• Services: the work we agree to do for you, as described in the SOW.
• Deliverables: the items we create and give you as part of the Services, such as designs, code, pages, templates, content, reports and exports.
• Client Materials: anything you give us or ask us to use, including copy, images, video, logos, brand assets, data, fonts, licences and account access.
• Background IP: intellectual property either of us owned before the Contract, or created outside it, including our tools, frameworks, libraries, reusable code, templates, methods and know-how.
• Foreground IP: intellectual property we create specifically for you under the SOW, other than Background IP and third-party materials.
• Fees: the charges for the Services set out in the SOW, plus expenses and third-party costs.
• Hosting Services: the hosting, and any related backup, security and maintenance, described in section 10.

Headings are for convenience and do not affect meaning. "Including" and "for example" do not limit what comes before them. "Writing" includes email. A reference to a statute includes any change to it. The singular includes the plural.

3. How the contract is formed

We normally start with a quote, estimate, proposal or SOW. That document is an invitation for you to place an order. It is not an offer that binds us. The scope and prices in it are held open for 30 days unless it says otherwise, but we may withdraw or revise it at any time before a Contract is formed.

Your signature on the SOW, your written acceptance of it, your payment of a deposit against it, or your submission of an order through our website, is your offer to buy the Services on these terms. A Contract is formed, and these terms apply, when we confirm in writing that we accept your offer, or when we start work at your request, whichever happens first.

Ordering through our website. Where you place an order online, the technical steps are: you complete and submit the order or enquiry form, we acknowledge receipt by electronic means without undue delay, and the Contract is formed when we confirm in writing that we accept your order. Before you submit, you can identify and correct input errors by going back through the form and amending any field, and you can also correct an error afterwards by contacting us at sales@expectbest.co.uk. The Contract is concluded in English only. We file a record of your order and of these terms, and we will give you a copy on request, but the filed contract is not otherwise publicly accessible. Where you are not a consumer, we and you agree that regulation 9(1) and (2) and regulation 11(1)(b) of the Electronic Commerce (EC Directive) Regulations 2002 do not apply, and none of those provisions apply at all to a contract concluded only by exchange of email.

Which document wins. If there is a conflict, this is the order of precedence: first, a separate agreement we have both signed; second, the SOW; third, these terms; fourth, any other document. Your own purchase order or standard terms do not apply, even if we sign or acknowledge them.

4. Our services

We provide web design, web development, SEO, digital marketing, hosting (including email hosting), domain registration, custom software and system customisation, mobile apps, video production, design and print, and support and maintenance. What we will actually do for you, what you will receive, and what it costs are set out in your SOW. Anything not listed in the SOW is out of scope, and we may quote for it separately. The schedules below describe what each service line usually includes and what it does not.

(a) Web design and build. This normally covers discovery, information architecture, design, build, populating content from material you supply, standard on-page SEO set-up, testing on current mainstream browsers, and launch. It does not include copywriting, photography, video, logo or brand identity work, translation, ongoing edits after acceptance, third-party licence or subscription fees, or hosting, unless the SOW says otherwise.

(b) SEO and digital marketing. This normally covers a technical audit, on-page optimisation, content and structure recommendations, local listings work, and reporting at the frequency stated in the SOW. It does not include advertising spend, subscriptions to third-party tools held in your own name, paid placements, or work on sites and accounts we do not have proper access to. Section 12 sets out what we can and cannot promise.

(c) Hosting. Described in section 10.

(d) Domain registration. Described in section 11.

(e) Support and maintenance retainers. Where your SOW includes a retainer, this normally covers a set number of hours or tasks each month for updates, small changes, software and security updates, monitoring and advice. Unused time does not roll over unless the SOW says so. It does not include new features, redesigns, migrations, or fixing problems caused by changes made by you or another supplier, all of which we quote separately.

5. Deliverables, acceptance and changes to scope

Milestones and revisions. The SOW sets out the timetable, the milestones and the number of revision rounds included. If it does not say, two rounds of revisions are included at each design stage. Further rounds are chargeable at our current rates. Timetables are estimates and depend on you meeting your side under section 6.

Acceptance. You have 5 Business Days from the day we tell you a Deliverable is ready to test it and to tell us in writing about any defect, giving enough detail for us to reproduce it. If you do not tell us within that period, or if you put the Deliverable into live use, it is treated as accepted.

Defect or change. A defect is where a Deliverable does not materially do what the SOW says it will do. A change is anything else, including a new requirement, a change of mind, or a change caused by something outside the SOW. We fix defects at no charge under section 15. We price changes.

Change control. Either of us can ask for a change. We will tell you in writing what it does to the Fees and the timetable. The change takes effect only when we both agree it in writing, and email is enough. We are not obliged to start work on a change until it is agreed.

6. What we need from you

You agree to give us, on time and at your own cost: a nominated contact with authority to give instructions and approvals; all content, copy, images, logos, data and information we reasonably need; feedback and approvals by the dates we agree; access credentials for hosting, domains, DNS, your CMS, analytics and advertising accounts; and reasonable cooperation from your other suppliers.

Your content and materials. You confirm that you own, or are properly licensed to use, all Client Materials, and that our use of them for the Services will not infringe anyone's rights or break any law. You grant us a non-exclusive, royalty-free licence to use, copy, adapt and display Client Materials for the purpose of providing the Services. We may refuse to use, or may remove, anything we reasonably believe is unlawful, infringing, misleading or offensive.

Delay. If you are late with anything in this section, or an approval is outstanding, then to the extent we are affected we are relieved from our obligations, we are not liable for the resulting delay, and we may reschedule the work, and we may charge our reasonable additional costs and the cost of the capacity we reserved for you and lost, at our current rates. We will tell you in writing what we propose to charge and why before we charge it, and you may ask us to review it. If a project is paused by you, or by your delay, for more than 30 days, we may invoice for the work done to that point and reschedule the rest into our next available slot.

7. Fees, payment and late payment

Fees. The SOW states whether the work is fixed price or time and materials. A time and materials estimate is an estimate, not a cap. Our fees are exclusive of VAT. Where VAT is chargeable, we add it at the rate in force and show it on the invoice. Where you are a consumer, we quote and invoice the total price including VAT.

Expenses and third-party costs. Costs such as hosting, domains, licences, themes, plugins, fonts, stock imagery, APIs and advertising spend are extra unless the SOW says they are included. We may ask you to pay them in advance. If a third party raises its prices, we pass the increase on at cost.

Price changes for recurring services. We may increase the fee for a recurring service, such as hosting, a retainer or SEO, once in any 12 month period, on at least 30 days' written notice. If you do not wish to accept an increase, you may end that recurring service by giving us written notice at any time before the increase takes effect, and the service will end on the day before the increase would have applied. The notice period in section 17 does not apply to a notice given for this reason, and we will refund any fees you have already paid for the period after it ends.

Payment. Unless the SOW says otherwise, a deposit is payable before we start, with the balance due at the agreed milestones or on completion. Invoices are payable within 14 days of the invoice date, unless the SOW states a different period. You must pay in full, without set-off, counterclaim or deduction, unless the law says otherwise. Where the agreed service has been delivered, the balance is due in full and is not conditional on you continuing to use, host or take ownership of the work.

Late payment. If you are a business and you pay late, we may charge interest on the overdue sum at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate. Interest runs daily from the due date until payment, before and after any judgment. We may also claim the fixed sum that Act allows, currently £40 for a debt under £1,000, £70 for a debt of £1,000 or more but under £10,000, and £100 for a debt of £10,000 or more, together with our reasonable costs of recovering the debt above that fixed sum. Nothing in these terms is intended to exclude or restrict any statutory right to interest or compensation for late payment.

Recovery. We may pass unpaid invoices to a debt recovery agency or a solicitor. Their reasonable fees, and any court costs, are added to the sum you owe.

8. Suspension, and retention of title until payment

Suspension. If any sum is overdue, we may, on 7 days' written notice, suspend all or any part of the Services, including hosting, support, SEO and development work, until your account is settled. Suspension does not end the Contract, Fees continue to accrue during it, and we are not liable for any loss you suffer because of a suspension properly made under this section.

Withholding deliverables. Despite anything else in these terms, we may withhold all Deliverables, including website files, databases, source code, design assets, exports, login credentials, and any migration or handover assistance, until your account is settled in full and in cleared funds. This paragraph does not apply to personal data we hold on your behalf as your processor. We will return or delete that personal data at your choice when the Contract ends, as section 13 requires, whether or not your account is settled, and section 13 prevails over this paragraph and over sections 10, 11 and 17 to that extent. Returning personal data to you does not give you any right to use, host or copy the Deliverables themselves, and section 8 and section 9 continue to apply to them.

Retention of title. Title to and ownership of any Deliverable does not pass to you, and you acquire no right to copy, transfer, host or otherwise use a Deliverable elsewhere, until we have received payment in full and in cleared funds of all sums due under the Contract. Any use of a Deliverable before that point is unauthorised.

Licence while the project runs. Once you have paid the deposit, and for as long as no sum is overdue, we grant you a temporary, non-exclusive, non-transferable licence to review and test the Deliverables for the purposes of the project only. The deposit is non-refundable. This licence ends automatically if the Contract ends before payment in full.

9. Intellectual property, third-party components and open source

Background IP. Each of us keeps our own Background IP. Nothing in the Contract transfers it.

Transfer of Foreground IP on payment. We assign to you, by way of present assignment of present and future rights, all Foreground IP in the Deliverables we create specifically for you under the SOW, together with the right to sue for past infringement. That assignment takes effect automatically, and only, when we receive payment in full and in cleared funds of all sums due under the Contract. Until then all such rights remain ours, and you have no licence to use the Deliverables except as section 8 allows.

Further assurance. Where the Contract has not been signed by us, this assignment takes effect in equity on payment in full. We will, promptly on your written request and at your reasonable cost, sign a written assignment, a written waiver of moral rights, and any other document reasonably needed to vest full legal title in the Foreground IP in you and to record it with any registry. We will use reasonable endeavours to obtain the same from our staff, freelancers and subcontractors.

Moral rights. So far as the law allows, we waive our moral rights under sections 77 to 89 of the Copyright, Designs and Patents Act 1988 in the Deliverables. We will procure, before they begin work, that every member of our staff and every freelancer or subcontractor who contributes to the Deliverables assigns to us the Foreground IP in their contribution and waives their moral rights in it so far as the law allows, so that we can give you what this section promises.

What is not assigned. We cannot give you rights we do not own. The assignment does not cover, and you do not acquire ownership of: our Background IP, including our tools, frameworks, libraries, reusable code, methods and know-how; open-source components; or licensed themes, plugins, fonts, stock imagery, APIs and other third-party materials. Instead, we grant you a non-exclusive, perpetual, royalty-free licence to use our Background IP to the extent it is embedded in the Deliverables, and only as part of them, and we pass through to you the third-party licences we obtained for you, on their own terms.

Third-party components and open source. Third-party and open-source components are supplied on their own licence terms, which apply between you and the supplier, not us. After handover, or after a retainer ends, you are responsible for keeping your own licences and subscriptions current and paid. We are not responsible for a third party changing its terms or prices, withdrawing a product, or taking it end of life. If that happens we will tell you and quote for a replacement.

Our portfolio. We may name you as a client and show the work in our portfolio, case studies and marketing, and we may place a discreet credit and link in the footer of a site we build. If you would rather we did not, email us at sales@expectbest.co.uk and we will remove it.

10. Hosting

What we provide. Where we host your site, we do so on a recurring monthly or annual basis through our upstream hosting provider, currently SiteGround. Hosting stays active only while the hosting account is current and paid. Where we supply email-only hosting, or business email as part of a hosting plan, this section applies to it in the same way as it applies to website hosting.

Availability. We aim to keep your site available, leaving out planned maintenance, emergency maintenance, events outside our control, your own changes, and anything caused by your content or code. Availability depends on our upstream hosting provider. Any availability target for your site will be set out in your SOW. Any target we quote is a target we work to, not a guarantee, and no service credits apply unless the SOW says so.

Maintenance. We carry out planned maintenance in low traffic periods where we can, and we give notice where it is practicable. Emergency and security maintenance may happen without notice.

Backups. Where your hosting includes backups, the backup frequency and how long each backup is kept are as set out in your SOW and depend on our upstream hosting provider's plan for your account. On request we will use reasonable efforts to restore from the most recent good backup. A reasonable restore fee may apply, and we will tell you the fee first. Please read this carefully: we warrant that we will take and retain backups, and attempt any restore, with reasonable care and skill. We do not warrant that every backup will be complete or that every restore will succeed, because that depends partly on your site, your content and third-party systems outside our control. A backup is a safety net, not a substitute for your own. You remain responsible for keeping your own independent backup of anything you cannot afford to lose.

Acceptable use. You must not use the Hosting Services for anything unlawful, infringing, malicious or abusive, to send unsolicited bulk email, or in a way that places an unreasonable load on shared resources or threatens the stability or security of the platform. We may suspend the service or remove content immediately where we reasonably believe there is a breach of this paragraph, a security risk, or a legal requirement, and we will tell you as soon as we reasonably can.

Where your data is held. Our hosting is provided through our upstream hosting provider, currently SiteGround, and the data centre used depends on the plan and region chosen for your account. We will tell you on request where your site is currently hosted, and we will tell you before we move it. If you need your data to be held in a particular location, tell us before the Contract is formed and we will confirm in the SOW whether we can arrange that.

Migration in and out. Provided your account is settled in full, we will make reasonable efforts to help you migrate a site in or out, and to provide a database export, files, DNS records and credentials. A reasonable administrative fee may apply, and we will tell you the fee in advance. We are not obliged to provide files, exports, credentials or migration help while any balance is outstanding. This does not apply to Client Materials or to personal data we hold as your processor.

11. Domain names

Who owns it. Where we register a domain for you, we will name you, or your company, as the registrant wherever the registry allows. We may be listed as the administrative or technical contact so that we can manage it. A domain already registered in your name stays yours.

Registry rules. Domains are subject to the rules of the relevant registry and registrar, including Nominet's terms for .uk domains and ICANN's rules for generic domains. Those rules apply to you as registrant and we cannot override them.

Renewal. Renewing a domain is your responsibility unless the SOW says we handle it. Where we do handle it, we will use reasonable efforts to renew on time, provided your account is current and you have not asked us to let it lapse. If a domain expires it may be suspended, then released, and someone else may register it. Where renewal was your responsibility, or where we could not renew because your account was not current or because you asked us to let it lapse, we are not liable for the loss of the domain. Where we agreed to handle renewal and did not use reasonable efforts to do so, our liability is as set out in section 16. Recovering a domain from a redemption period, where it is possible at all, carries a registry fee that you pay.

Transferring away. On your written request we will unlock the domain and give you the authorisation code, sometimes called an auth code or EPP code, or complete the registrar tag change, within 5 Business Days. We will not unreasonably withhold or delay a transfer, and we will not refuse one because of sums you owe us for other services. Where the registry or registrar rules allow us to decline a transfer, for example where the registration or renewal fee for the current period has not been paid, we may decline it and we will tell you why.

12. SEO and digital marketing

No guarantee of results. Search engines and advertising platforms are independent third parties and we do not control them. We do not warrant or guarantee any particular ranking, position, traffic volume, impression share, number of leads, conversion rate, or level of revenue. Nothing in a proposal, a report, a meeting, an email or on our website should be read as such a guarantee. Anyone who promises you a number one ranking is not in a position to deliver it.

What affects results. Results can be affected by algorithm updates, manual actions taken by a search engine, competitor activity, seasonality, your budget, changes made to your site by you or another developer, and changes to a platform's policies. None of these are within our control.

Reporting. We report at the frequency set out in the SOW, using the data sources named there. Third-party platform data is reported as those platforms provide it, and figures from different sources rarely match exactly.

Advertising accounts. You are responsible for your own advertising accounts, for their billing, and for complying with each platform's policies. We are not responsible for a platform rejecting an ad, suspending or disabling an account, or changing its rules. Advertising spend is yours and is not part of our fee unless the SOW says so.

Access. If we lose access to your site or accounts, or changes are made without telling us, we may be unable to deliver the service, and section 6 applies.

13. Data protection

In this section, "UK GDPR", "controller", "processor", "personal data", "data subject" and "processing" have the meanings given in the UK GDPR and the Data Protection Act 2018.

Our roles. For our own business contacts, and for visitors to our own website, we are the controller, and our Privacy Policy explains what we do. Where we process personal data on your behalf, for example data in your website's database, your enquiry forms, your hosting, your CRM, or your email and marketing lists, you are the controller and we are your processor. The rest of this section is our processor agreement under Article 28 of the UK GDPR.

Details of the processing.

• Subject matter and duration: the subject matter is the personal data contained in, or passing through, the systems we build, host, maintain, migrate or market for you under the SOW. The processing lasts for the term of the Contract and any agreed exit period.
• Nature and purpose: hosting, storing, backing up, developing, testing, maintaining, migrating and supporting your website and related systems, and providing the marketing services set out in the SOW.
• Type of personal data: typically names, email addresses, phone numbers, postal addresses, message content, account and order records, and technical data such as hashed IP addresses and device information, as determined by you.
• Categories of data subject: your customers, enquirers, subscribers, staff and website visitors.
• Your obligations and rights: you are responsible for the lawfulness of the data you give us and the instructions you give us, for having a lawful basis, for your own privacy information, and for cookies and similar technologies on your own site under the Privacy and Electronic Communications Regulations. You have the right to require this processing to be carried out as this section sets out.

What we commit to as your processor.

• We process personal data only on your documented instructions, including in relation to any transfer outside the UK, unless the law requires otherwise, in which case we will tell you first unless the law forbids it.
• We tell you immediately if, in our opinion, an instruction you give us infringes the UK GDPR or other data protection law.
• We make sure everyone we allow to process the data is under a duty of confidence.
• We put in place appropriate technical and organisational security measures under Article 32.
• We do not engage a sub-processor without your authorisation. You give general authorisation to the sub-processors listed below, and we will tell you before we add or replace one so that you can object.
• Where we engage a sub-processor, we impose on it by written contract the same data protection obligations as are set out in this section, and we remain fully liable to you for its performance of them.
• We help you respond to requests from data subjects, taking into account the nature of the processing.
• We help you meet your obligations under Articles 32 to 36, covering security, breach notification, data protection impact assessments and prior consultation, taking into account the information available to us.
• We tell you without undue delay after we become aware of a personal data breach affecting your data.
• At the end of the Contract we delete or return the personal data, at your choice, unless the law requires us to keep it.
• We make available the information you reasonably need to demonstrate compliance with Article 28, and we allow and contribute to audits and inspections by you or your auditor, on reasonable notice, no more than once a year unless a regulator or a breach requires otherwise, and at your cost.

Sub-processors. Our current sub-processor is SiteGround, which provides our hosting and delivers our notification and transactional email. Any others will be named in your SOW. We will give you at least 30 days' written notice before we add or replace a sub-processor. If you reasonably object within that period, we will work with you to find an alternative, and if we cannot, you may end the affected service without penalty.

Transfers outside the UK. We aim to keep your data in the UK or the European Economic Area. Where a transfer outside the UK is needed, we will make sure a lawful transfer mechanism is in place, such as the UK International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses.

Deletion, honestly stated. When we delete data we remove it promptly from live systems. Copies can remain for a limited period in routine backups and in our version histories until they are overwritten on our normal cycles. Those copies stay protected, are not used for any other purpose, and are removed as those cycles run. We tell you this so that you know what we can and cannot promise.

Complaints about personal data. Contact us first at sales@expectbest.co.uk. You, or a data subject, can also complain to the Information Commissioner's Office at ico.org.uk.

14. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of the Contract, and not disclose it except to staff, subcontractors and professional advisers who need it and who are under equivalent duties. Confidential information includes proprietary data, trade secrets, pricing, plans, source code and any other sensitive information.

This does not apply to information that is or becomes public other than through a breach of this section; that the receiving party already had without a duty of confidence; that is independently developed without using the other's information; or that must be disclosed by law, a court or a regulator, in which case the party disclosing it will tell the other first where it is lawfully able to. Nor does this section prevent us exercising our rights under "Our portfolio" in section 9, except that we will not include your confidential information in a case study without your written approval of the text.

This section continues for 3 years after the Contract ends, except for trade secrets and personal data, which stay protected for as long as the law requires.

15. Our warranties, and what we do not promise

What we warrant. We warrant that we will provide the Services with reasonable care and skill, using suitably qualified and experienced people, and that the Deliverables will materially conform to the SOW.

Defect period. If a Deliverable does not materially conform to the SOW, tell us in writing within 90 days of acceptance and we will, at our option, fix it or re-perform the affected part at no charge. That is your exclusive remedy for breach of the warranty above, subject to section 16 and, if you are a consumer, to section 19. The warranty does not cover a problem caused by changes made by you or another supplier, by your content, by third-party software or services, or by your failure to apply updates we recommended.

What we do not promise. We do not warrant that any website, system or campaign will be uninterrupted, timely, secure or error free, or that every defect can be fixed. We test on current mainstream browsers and on common device sizes. We do not promise identical rendering on every browser, version, device, screen size or assistive technology, or on browsers no longer supported by their maker. We are not responsible for the failure, withdrawal or change of a third-party service, platform, API or plugin.

Free tools. The free tools on our website, such as our website security check, are provided as they are and for general information only. Some tools ask you for a URL or domain, and where they do we send it to our server to produce the result. Others, including the background remover, run entirely in your browser, and nothing you put into them is uploaded to us. Each tool's page tells you which. Those results are automated, may be incomplete or wrong, are not professional advice, and are not a security audit. Use them at your own risk. So far as the law allows, we exclude all warranties in relation to them.

Implied terms. Except as expressly set out in the Contract, and so far as the law allows, all terms implied by statute or common law, including terms as to satisfactory quality and fitness for purpose, are excluded. This paragraph does not apply if you are a consumer.

16. Limitation of liability and indemnities

Please read this section carefully. It limits our liability to you.

What we never exclude. Nothing in the Contract limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the terms as to title and quiet possession implied by sections 2 and 7 of the Supply of Goods and Services Act 1982, where they apply; liability for defective products under the Consumer Protection Act 1987; or any other liability that cannot lawfully be limited or excluded. If you are a consumer, your statutory rights are not affected.

Losses we do not accept. Subject to the paragraph above, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect or consequential loss, or for any of the following however arising: loss of profit; loss of revenue; loss of business, contracts or opportunity; loss of anticipated savings; loss of goodwill or reputation; or loss of search engine rankings, traffic or leads. Loss of or damage to data and wasted expenditure are not excluded, but our liability for them is subject to the cap below.

Our cap. Subject to the carve-outs above, our total liability for all claims connected with the Contract, both for any one event and in aggregate, is limited to the greater of (a) the total Fees you have paid us under the relevant SOW in the 12 months before the claim arose, and (b) £5,000. This cap does not apply if you are a consumer.

Why the cap is set here. We have set this cap deliberately, having regard to the level of our fees, the nature of the work, and the fact that you are better placed than we are to insure against loss to your own business. Our prices are calculated on that basis. If you would like a higher cap, tell us before the Contract is formed and we will discuss it and quote accordingly.

Your payments are not capped. Nothing in this section limits your obligation to pay the Fees.

Time limit for claims. Except for a claim for non-payment, neither of us may bring a claim under the Contract more than 12 months after the party bringing it knew, or ought reasonably to have known, of the facts giving rise to it. This paragraph does not apply if you are a consumer.

Your indemnity to us. You will indemnify us against all claims, damages, losses and reasonable costs, including reasonable legal fees, arising from Client Materials, from your instructions, from your use of the Deliverables otherwise than in accordance with the Contract, or from any modification made to them by you or by anyone other than us, or from your breach of section 6. This includes third-party intellectual property claims and data protection claims relating to Client Materials. This indemnity does not apply to the extent that the claim arises from our breach of the Contract or our negligence. This paragraph does not apply if you are a consumer.

Our indemnity to you. We will indemnify you against a claim that the Deliverables we created specifically for you infringe a third party's UK intellectual property rights, provided you tell us promptly in writing, let us have sole conduct of the defence and any settlement, do not admit liability, and give us reasonable help at our cost. This indemnity does not cover Client Materials, third-party or open-source components, your own modifications, or use of a Deliverable other than as intended, and it is subject to the cap above. If such a claim is made we may, at our option, modify the Deliverable, replace it, obtain a licence for you, or refund the Fees paid for it and end the affected part of the Contract.

17. Term, termination and exit

Term. A project contract runs until the Services are delivered and paid for. A recurring service, such as hosting, a support retainer or SEO, runs for the initial term in the SOW, or for one month if none is stated, and then renews automatically for successive periods of the same length until one of us gives notice.

Ending a recurring service. Give us at least 30 days' written notice, to expire at the end of the current term. We will remind you before an annual renewal, and you can cancel at any time before it takes effect. Fees already paid for a period in progress are not refundable, unless you are a consumer or the reason for ending it is our breach.

Ending a project early. You may end a project contract on 14 days' written notice. If you do, you pay for the work done to that point, for third-party costs we have already committed, and for any non-cancellable commitments we made for you.

Ending for cause. Either of us may end the Contract immediately by written notice if the other commits a material breach that cannot be put right, or that is not put right within 14 days of written notice, or becomes insolvent, has a receiver, administrator or liquidator appointed, makes an arrangement with creditors, or stops or threatens to stop trading. We may also end all or part of the Contract immediately if you pay late twice or more in any 12 month period, or if any sum remains overdue more than 30 days after our notice under section 8.

What happens on termination. All outstanding sums become due immediately. You pay for all work done up to termination and for committed third-party costs. Where the full service has been delivered, you owe the full balance. Where the Services are unfinished because you have not given us what we needed, you owe the Fees for the work done up to termination, our committed third-party costs, and any profit we can show we have lost on the unperformed balance, less the costs we have saved and any sums we reasonably earn from redeploying the capacity we had reserved for you. We will take reasonable steps to mitigate our loss. If the account is unpaid, intellectual property does not transfer and section 8 continues to apply.

Exit and handover. Provided your account is settled in full, we will, for 30 days after termination, give reasonable help to hand over your files, a database export, DNS records and credentials, and to migrate to another provider. A reasonable fee, notified in advance, may apply. This does not apply to Client Materials or to personal data we hold as your processor. After that 30 day period we may delete your hosted data and backups. We will not keep them for more than a further 60 days unless you ask us in writing to do so or the law requires it, so please take your own copy before then.

Survival. Any section that by its nature should survive termination does so, including definitions, fees and payment, suspension and retention of title, intellectual property, data protection, confidentiality, warranties, liability and indemnities, exit, general terms, and governing law.

18. General terms

Events outside our control. Neither of us is liable for a failure or delay caused by something outside our reasonable control. This includes acts of God, fire, flood, storm, war, terrorism, civil unrest, epidemic, strike, government action, and the failure of a data centre, registrar, registry, DNS, certificate authority, payment provider, internet or telecoms connectivity or power supply, as well as cyber attack, denial of service, and the failure, withdrawal or policy change of a third-party platform. We will tell you and use reasonable efforts to work around it. If the event lasts more than 30 days, either of us may end the affected part of the Contract on written notice, and you pay for work done to that point.

Subcontracting and assignment. We may subcontract any part of the Services, and we remain responsible for our subcontractors' work. We may assign or transfer the Contract in whole or in part. You may not assign or transfer it without our written consent, which we will not unreasonably withhold. A change of control of your business counts as an assignment for this purpose.

Non-solicitation. While the Contract runs, and for 6 months after it ends, you will not employ or engage, directly or through anyone else, any of our staff, freelancers or subcontractors who worked on your project, unless we agree in writing. If you do, you will pay us a fee equal to 20% of that person's gross annual salary or fee in their new role. We both agree that is a genuine and reasonable estimate of our recruitment and disruption cost. This does not stop you hiring someone who responds to a public advertisement that was not aimed at them.

Third party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of it.

Notices. Notices must be in writing. Email is fine for day to day notices. Send it to the address each of us last gave for the purpose. It takes effect when it is sent, if that is during business hours on a Business Day, and otherwise at 9am on the next Business Day. A notice ending the Contract, or notifying a claim, must be sent by email to sales@expectbest.co.uk and takes effect on the next Business Day after it is sent. You may also, or instead, send it by post to our registered office, in which case it takes effect on the second Business Day after posting. If you are a consumer, you may give us any notice, including a notice ending the Contract or a cancellation under section 19, by email, by phone or by post, and you do not have to use any particular form or send it by more than one method.

Entire agreement and non-reliance. The Contract is the whole agreement between us on its subject matter and replaces everything said or written before it. Each of us confirms that we have not relied on any statement, promise or representation that is not written into the Contract, and that our only remedy for a statement that is written into it is for breach of contract. Nothing in this paragraph limits or excludes liability for fraud or fraudulent misrepresentation.

Variation, waiver, severance and status. A change to the Contract is only effective if it is in writing and agreed by both of us. If one of us delays enforcing a right, or does not enforce it, that is not a waiver of it. If a court finds any part of these terms unenforceable, that part is modified to the least extent needed to make it enforceable, or removed if it cannot be, and the rest stays in force. Nothing in the Contract makes us partners, joint venturers, agents, or employer and employee. We are independent contractors.

Changes to these terms. We may update these terms from time to time. The version that applies to your Contract is the one in force when it was formed. For recurring services, an updated version applies from the start of the next renewal period, and we will tell you at least 30 days beforehand.

19. If you are a consumer

Who this section is for. This section applies if you contract with us as a consumer, which means an individual acting wholly or mainly outside your trade, business, craft or profession. A sole trader, a partner, or someone setting up a business can sometimes be a consumer, and it depends on what the contract is really for. If you are not sure, tell us before you order and we will treat you as a consumer. Where this section conflicts with anything else in these terms, this section wins, and any term that would exclude or restrict your statutory rights does not apply to you.

Your statutory rights. Your rights under the Consumer Rights Act 2015 are not affected. We must perform the service with reasonable care and skill, and anything we say or write about the service that you take into account is binding on us. Section 57 of that Act prevents us from excluding or limiting our liability for either of those things, so nothing in section 15 or section 16 does so where you are a consumer. Any term in these terms that would be unfair to you under Part 2 of that Act does not bind you.

Your 14 day right to cancel. If you buy from us under a distance contract (made without us meeting face to face, for example through our website, by phone or by email) or under an off-premises contract (made when we were together somewhere other than our own offices, such as at your home or your business, or made on our premises or at a distance immediately after we met you somewhere else), you have the right to cancel within 14 days without giving any reason and without any liability, except as set out below. The 14 days run from the day after the contract is made. To cancel, just tell us clearly: email sales@expectbest.co.uk, phone 01202 237027, or write to Expect Best Ltd, A34 Arena Business Park, Holyrood Close, Poole, Dorset, BH17 7FJ. You can use the form below, but you do not have to. To meet the deadline, send your message before the 14 days end. We will refund you within 14 days of being told, using the same payment method you used, unless you agree otherwise.

If you want us to start within the 14 days. We will not start work during the cancellation period unless you expressly ask us to, and we will ask you to confirm that request in writing. If you make that request and then cancel, you pay a proportionate amount for the work we did before you cancelled, calculated against the total price. If you did not make that express request, you pay nothing for any work done in that period.

When the right to cancel is lost. If you ask us to start within the 14 days, we will at the same time ask you to acknowledge in writing that you will lose your right to cancel once we have fully performed the service. Where you have given us both that express request and that acknowledgement, and we fully perform the service within the 14 days, your right to cancel ends when the service has been fully performed. If we do not obtain that acknowledgement from you, your right to cancel continues for the full 14 days.

Digital content. If what you buy includes digital content not supplied on a physical medium, such as a downloadable file, a template or a licence key, and you give express consent for us to supply it within the 14 days and acknowledge that you will lose your right to cancel, then you lose the right to cancel that content once supply begins.

Model cancellation form. Complete and return this form only if you wish to cancel the contract. To: Expect Best Ltd, A34 Arena Business Park, Holyrood Close, Poole, Dorset, BH17 7FJ, sales@expectbest.co.uk.

• I/We hereby give notice that I/We cancel my/our contract for the supply of the following service:
• Ordered on:
• Name of consumer(s):
• Address of consumer(s):
• Signature of consumer(s) (only if this form is sent on paper):
• Date:

Alternative dispute resolution. We are not a member of, and are not obliged to use, an alternative dispute resolution scheme for consumer disputes. If we cannot settle a complaint between us after it has been through the complaints process in section 20, we will write to you with the name and website address of a certified ADR provider competent to handle it, and we will tell you whether we are prepared to submit to that provider. Taking part is voluntary for both of us, and we will consider any request in good faith. Nothing in these terms stops you going to court.

Your courts. If you are a consumer living in the UK, you may bring proceedings in the courts of the part of the UK where you live, and we will only bring proceedings against you in the courts of the part of the UK where you live. The mandatory consumer protections of the law where you live continue to apply to you.

20. Complaints, disputes and governing law

Complaints. If something goes wrong, please tell your usual contact first, because most things are sorted out quickly that way. If that does not resolve it, email sales@expectbest.co.uk marked "Complaint", or call us on 01202 237027. We will acknowledge your complaint within 5 Business Days and give a full response within 20 Business Days, or tell you why we need longer.

Escalation. If you are still not satisfied, either of us may ask for the matter to be escalated to a director of Expect Best and a senior person on your side, who will meet, in person or by video, within 14 days, to try to resolve it.

Mediation. If escalation does not work, we will both consider mediation in good faith before starting court proceedings. Neither of us is obliged to mediate, and nothing here stops either of us seeking an injunction or other urgent relief, issuing proceedings to protect a limitation period, or pursuing an undisputed debt.

Data protection disputes. For anything about personal data, contact us first at sales@expectbest.co.uk. You can also complain to the Information Commissioner's Office at ico.org.uk.

Governing law and jurisdiction. The Contract, and any dispute or claim arising out of it or connected with it, including a non-contractual one, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to section 19 if you are a consumer.