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Terms and Conditions

Web Development Terms

Confidentiality

Both parties acknowledge that in the course of performing the Services, each may acquire confidential information about the other’s business operations, proprietary data, trade secrets, equipment, services, and products, as well as third party confidential information. Each party agrees to take commercially reasonable steps to not disclose or use any such confidential information for any purpose other than performance of the Services. Upon termination of the Services, each party shall promptly return or destroy the other’s confidential information. This confidentiality obligation shall survive termination of the Services.

Non-Solicitation

During the term of this Agreement and for one (1) year thereafter, neither party shall directly or indirectly solicit for employment or engagement any employees, contractors or personnel of the other party who were involved in the performance of the Services. This restriction shall not prohibit either party from hiring an employee or contractor of the other who responds to a general job posting or employment advertisement.

Non-Compete

During the term of this Agreement and for six (6) months thereafter, the Client shall not, directly or indirectly, compete with Shop Startup by providing services substantially similar to the Services in the United Kingdom. This non-compete shall only apply in the specific service areas for which the Client engaged Shop Startup.

Non-Payment

If Client fails to make any payment when due, in addition to all other rights and remedies available, Shop Startup may suspend performance of the Services until all outstanding payment obligations are resolved. Client shall also be responsible for all reasonable expenses, including attorney’s fees, incurred by Shop Startup in collecting unpaid amounts.

Invoices will be provided by Shop Startup upon completion of the work for Web Development and any associated services. Invoices are normally sent via email; however, the Client may elect to receive hard copy invoices. Invoices are due within thirty (30) days of receipt after which a reminder will be sent to the Client. If the invoice has not been settled after forty (40) days then Shop Startup will consider the account to be in default and a 3% per day rate of interest will be added to the outstanding balance until payment is met.

Charges

Charges for services to be provided by Shop Startup are defined in the project quotation that the Client receives via email. Quotations are valid for a period of 60 days unless alternate timescales have been agreed beforehand with the Client. Shop Startup reserves the right to alter or decline to provide a quotation after expiry of the valid timescale. Payments can be made in full in advance of work completed.

£0 – £9,999 – 50% invoiced at commencement of project 50% invoiced on sign off

£10,000 – £19,999 – 30% invoiced at commencement of project, 40% invoiced on delivery of test version, 30% invoiced on sign off

Payment schedules for projects over £20,000 will be negotiated on a project by project basis.

Payment for services is due by bank transfer or Bitcoin.  Recurring billing for support services can be paid by credit or debit card on request.

Client Review

Shop Startup will provide the Client with an opportunity to review the appearance and content of the Web site during the development cycle (beta stage) and once they are completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Shop Startup otherwise within ten (10) days of the date the materials are made available to the Client.

Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Shop Startup the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Shop Startup permission and rights for use of the same and agrees to indemnify and hold harmless Shop Startup from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website development and/or placement shall be regarded as a guarantee by the Client to Shop Startup that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Intellectual Property

Shop Startup maintains the ownership of all intellectual property and code until full payment for the project has been made by the Client.

Project Schedule and Content Control

In the majority of projects, Shop Startup will install and publicly post or supply the Client’s Web site by the date specified in the project proposal. If no such date is specified, the timescale shall be within four (4) weeks of the date initial payment is received from the Client, unless a delay is specifically requested by the Client and agreed by Shop Startup. An alternate time scale can be agreed during the initial project discussion.

In return, the Client agrees to delegate a single individual as ‘first-point-of-call’ to aid Shop Startup with completing the project in a satisfactory and expedient manner.

During the project, Shop Startup will require the Client to provide copy and images, unless an arrangement for the copy and images to be provided has been made. If content is not provided within four (4) weeks of an official request by email then Shop Startup reserves the right to advise the Client of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within eight (8) weeks from the original email request then the Client is considered to be in default of the project, the project will be terminated and the Client sent the final invoice for immediate payment. Shop Startup will agree, at its discretion, to recommence the project after agreement is reached on a new quotation document and once the original fees have been paid.

Default

If the Client in default has any information or files on Shop Startup’s web space, Shop Startup can, at its discretion, remove all such material from its web space. Shop Startup is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Cheques returned for insufficient funds will be assessed a return charge of £25 and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Shop Startup reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Shop Startup in enforcing these Terms and Conditions.

Termination

Termination of the Web Development project by the Client must be requested in writing and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days.

Acceptance Testing

For Services involving deliverables, Shop Startup will provide the completed deliverables to Client for acceptance testing. Client shall have ten (10) business days to review and evaluate the deliverables to confirm they materially comply with the agreed specifications in the Statement of Work (“Acceptance Period”). If Client does not notify Shop Startup of any material non-conformities during the Acceptance Period, the deliverables will be deemed accepted. If issues are identified, Shop Startup will be given a reasonable opportunity to remedy the non-conformities, after which another Acceptance Period shall commence.

Third-Party Components

In providing the Services, Shop Startup may incorporate or integrate certain third-party software, services, or components (“Third-Party Components”). These Third-Party Components are licensed to Client subject to their respective licence terms and conditions contained in the online host’s terms of service or in a separate licence file.

The Client’s use of any Third-Party Components shall be governed solely by such third-party terms and conditions. Shop Startup makes no representation or warranty and shall have no obligation whatsoever with respect to any Third-Party Components.

It is the Client’s sole responsibility to comply with any licence terms or use restrictions set forth in the applicable third-party licence agreement. In the event of any breach by the Client of any Third-Party Component licence terms, the licensor may have the right to terminate the applicable licence(s).

Common examples of Third-Party Components used include:

  • WordPress plugins and themes
  • E-commerce platforms like WooCommerce
  • Payment gateways (e.g. Stripe, PayPal)
  • Hosting control panels
  • Performance optimization tools
  • Website analytics tools
  • Marketing automation platforms

The Client shall indemnify, defend and hold harmless [Your Website Name] against any claims, suits or proceedings related to the Client’s violation of any Third-Party Component licence terms.

Limitation of Liability

EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.SHOP STARTUP’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM ARISES.

Warranties and Disclaimers

SHOP STARTUP WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SHOP STARTUP MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ALL SERVICES AND DELIVERABLES ARE PROVIDED TO CLIENT “AS IS” WITHOUT WARRANTY OF ANY KIND. CLIENT ASSUMES SOLE RESPONSIBILITY FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL SERVICES AND DELIVERABLES.

Managed Hosting Services

Shop Startup offers managed hosting services with the following resources and usage limitations based on average website requirements:

Storage: 10 GB SSD storage

Bandwidth: 300 GB monthly transfer

Compute: 2 vCPU cores, 4 GB RAM

If your website requires resources beyond these specifications, we will work with you to upgrade to a higher service tier at additional cost. Fees for service tiers are listed on our website.

Backups and Data Loss

We perform daily backups of your website data and database. However, Shop Startup shall not be held responsible for any data loss, corruption or inability to restore data arising from any cause, including but not limited to hardware or software deficiency, power outages, fire, or other disasters. It is your responsibility to maintain independent backups and have an emergency data recovery plan in place.

EXCEPT FOR OUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL SHOP STARTUP BE LIABLE FOR ANY DATA LOSS, INACCURATE DATA TRANSFER, SERVER DOWNTIME, OR OTHER LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE MANAGED HOSTING SERVICES, IN EXCESS OF THE FEES ACTUALLY PAID BY YOU FOR THE MANAGED HOSTING SERVICES FOR THE PRIOR SIX (6) MONTHS.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

The laws of England and Wales will govern these Terms of Use except for its conflicts of laws principles. All claims arising out of or relating to these Terms of Use will be brought exclusively in the courts of England and Wales.

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