Terms Of Business
Terms Of Business
Terms Of Business
Terms Of Business
Last Reviewed: 1 June 2025 (Reviewed Yearly)
These Terms and Conditions ("Terms") govern the provision of services by SDM (WE ARE SDM LTD) ("Agency", "we", "us") to its clients ("Client", "you").
By engaging the Agency’s services, whether verbally, in writing, or through continued instruction, the Client agrees to be bound by these Terms.
It is the Client’s responsibility to read and understand these Terms prior to engagement.
1. Services Provided
The Agency provides digital services including, but not limited to:
Website design and development
Search engine optimisation (SEO)
Paid advertising (PPC)
Social media marketing
Content creation
Email marketing
Consulting and strategy
Specific deliverables, timelines, and fees will be outlined in a separate proposal, agreement, or invoice.
2. Platform, Technology & Build Method
The Agency retains full discretion over the technology, platform, framework, hosting environment, and development method used to deliver the agreed services.
This includes (but is not limited to):
No-code/low-code platforms (e.g. WixStudio, WebFlow, WordPress)
Custom-coded builds (e.g. React, HTML, CSS, JavaScript)
Proprietary or third-party infrastructure
Where the originally discussed or assumed platform is deemed unsuitable, restrictive, or incapable of delivering the required functionality, the Agency reserves the right to adapt or change the build approach without requiring formal written re-approval, provided the agreed deliverables are not materially reduced.
Any reference to specific platforms in early discussions, proposals, or invoices is indicative only and does not constitute a binding obligation unless explicitly agreed in writing.
3. Client Obligations
The Client agrees to:
Provide all required materials, content, access, and information in a timely manner
Ensure all provided content is accurate, lawful, and does not infringe third-party rights
Provide clear instructions, feedback, and approvals throughout the project
The Agency shall not be responsible for delays, issues, or changes caused by:
Client indecision
Changing requirements
Delayed communication
Incomplete or inaccurate information
Additional work arising from such circumstances may be chargeable.
4. Scope Evolution & Approvals
The Client acknowledges that project scope may evolve during the course of engagement.
Instructions, approvals, or confirmations provided via:
Email
Phone calls
Video calls
Messaging platforms
shall be considered valid and binding.
Failure to raise objections within 5 working days of any change, update, or delivery shall constitute acceptance.
5. Payment Terms
Invoices must be paid within 3 working days, unless otherwise agreed in writing.
Late payments will incur:
Interest at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
Applicable fixed recovery fees
The Agency reserves the right to:
Suspend work
Withhold deliverables
Restrict access
until payment is received in full.
6. Hosting & Deployment
Unless otherwise agreed in writing, websites and applications may be hosted on infrastructure selected and managed by the Agency.
The Client acknowledges that:
Hosting may be provided via Agency-controlled or third-party environments
Full server-level or infrastructure access is not automatically included
Upon completion and full payment, the Agency will provide:
Relevant files and/or access required for reasonable use of the website
The Agency is not obligated to:
Rebuild, restructure, or adapt the project for another platform
Ensure compatibility with third-party systems
Any migration or additional support will be chargeable.
7. Intellectual Property & Ownership
All intellectual property remains the property of the Agency until full payment has been received.
Projects under £1,000 (ex. VAT)
The Agency retains ownership. The Client is granted a non-exclusive licence to use the website.
Projects £1,001+ (ex. VAT)
Ownership transfers to the Client only upon:
Full payment
Written confirmation from the Agency
7.1. Access vs Ownership
Ownership does not guarantee:
Access to development environments
Access to proprietary systems or infrastructure
Editable access via specific platforms (e.g. Wix, WordPress)
The Agency will provide access appropriate to the build, which may include:
Admin dashboards
CMS access (if applicable)
Delivered codebase files
Fully editable, no-code access is not guaranteed unless explicitly agreed in writing.
7.2. Agency Rights
The Agency retains the right to:
Showcase work in its portfolio and marketing
Retain ownership until payment is complete
Suspend or restrict access in cases of non-payment or breach
Clients may not:
Copy, transfer, or replicate work
Move the website to another provider
without prior written consent before ownership transfer.
8. Project Completion
A project is deemed complete when:
Core agreed functionality has been delivered
The website/application is operational (live or staging)
Minor revisions, preferences, or ongoing improvements do not constitute non-completion.
Further work will be treated as a new scope or ongoing support.
9. Support & Maintenance
Web design clients receive 12 months of support, including:
Minor updates (text, images, layout adjustments)
This excludes:
Development changes
Structural rebuilds
New functionality
Such work will be quoted separately.
10. Termination
Either party may terminate within 7 days of project commencement.
After this period:
No refunds apply (except where required by law)
Fees for work completed remain payable
All cancellations incur a £99 off-boarding fee.
For projects exceeding £10,000, resolutions may be discussed based on work completed.
11. No Refund Policy
Once work has commenced and services have been delivered (in part or full), fees are non-refundable.
Refunds will not be issued for:
Change of direction
Dissatisfaction
Decision to use another provider
12. Third-Party Handover
If the Client chooses to engage another provider:
The Agency will provide delivered files in their current state
The Agency is not responsible for compatibility or completion
Additional support or transition work will be chargeable
13. Confidentiality
Both parties agree to keep confidential all sensitive information, including:
Business data
Financial information
Strategies
Client/customer data
14. Limitation of Liability
The Agency shall not be liable for:
Indirect or consequential losses
Loss of profit, revenue, or business opportunity
Total liability shall not exceed the total fees paid.
15. Professional Conduct
The Agency reserves the right to suspend or terminate services if the Client engages in:
Abusive or aggressive behaviour
Unreasonable or excessive demands
Attempts to coerce refunds or apply undue pressure
All outstanding fees remain payable.
16. Governing Law
These Terms are governed by the laws of the United Kingdom.
Disputes shall be resolved through good faith negotiation before legal action.
17. Amendments
The Agency reserves the right to update these Terms annually.
Continued engagement constitutes acceptance of updated Terms.
18. Acceptance of Terms Without Signature
If the Client does not sign an agreement but:
Instructs work to begin
Continues engagement
Makes payment
They are deemed to have accepted these Terms in full.
This forms a legally binding agreement.
19. Contact
If you have any questions, please contact: support@wearesdm.com
Last Reviewed: 1 June 2025 (Reviewed Yearly)
These Terms and Conditions ("Terms") govern the provision of services by SDM (WE ARE SDM LTD) ("Agency", "we", "us") to its clients ("Client", "you").
By engaging the Agency’s services, whether verbally, in writing, or through continued instruction, the Client agrees to be bound by these Terms.
It is the Client’s responsibility to read and understand these Terms prior to engagement.
1. Services Provided
The Agency provides digital services including, but not limited to:
Website design and development
Search engine optimisation (SEO)
Paid advertising (PPC)
Social media marketing
Content creation
Email marketing
Consulting and strategy
Specific deliverables, timelines, and fees will be outlined in a separate proposal, agreement, or invoice.
2. Platform, Technology & Build Method
The Agency retains full discretion over the technology, platform, framework, hosting environment, and development method used to deliver the agreed services.
This includes (but is not limited to):
No-code/low-code platforms (e.g. WixStudio, WebFlow, WordPress)
Custom-coded builds (e.g. React, HTML, CSS, JavaScript)
Proprietary or third-party infrastructure
Where the originally discussed or assumed platform is deemed unsuitable, restrictive, or incapable of delivering the required functionality, the Agency reserves the right to adapt or change the build approach without requiring formal written re-approval, provided the agreed deliverables are not materially reduced.
Any reference to specific platforms in early discussions, proposals, or invoices is indicative only and does not constitute a binding obligation unless explicitly agreed in writing.
3. Client Obligations
The Client agrees to:
Provide all required materials, content, access, and information in a timely manner
Ensure all provided content is accurate, lawful, and does not infringe third-party rights
Provide clear instructions, feedback, and approvals throughout the project
The Agency shall not be responsible for delays, issues, or changes caused by:
Client indecision
Changing requirements
Delayed communication
Incomplete or inaccurate information
Additional work arising from such circumstances may be chargeable.
4. Scope Evolution & Approvals
The Client acknowledges that project scope may evolve during the course of engagement.
Instructions, approvals, or confirmations provided via:
Email
Phone calls
Video calls
Messaging platforms
shall be considered valid and binding.
Failure to raise objections within 5 working days of any change, update, or delivery shall constitute acceptance.
5. Payment Terms
Invoices must be paid within 3 working days, unless otherwise agreed in writing.
Late payments will incur:
Interest at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
Applicable fixed recovery fees
The Agency reserves the right to:
Suspend work
Withhold deliverables
Restrict access
until payment is received in full.
6. Hosting & Deployment
Unless otherwise agreed in writing, websites and applications may be hosted on infrastructure selected and managed by the Agency.
The Client acknowledges that:
Hosting may be provided via Agency-controlled or third-party environments
Full server-level or infrastructure access is not automatically included
Upon completion and full payment, the Agency will provide:
Relevant files and/or access required for reasonable use of the website
The Agency is not obligated to:
Rebuild, restructure, or adapt the project for another platform
Ensure compatibility with third-party systems
Any migration or additional support will be chargeable.
7. Intellectual Property & Ownership
All intellectual property remains the property of the Agency until full payment has been received.
Projects under £1,000 (ex. VAT)
The Agency retains ownership. The Client is granted a non-exclusive licence to use the website.
Projects £1,001+ (ex. VAT)
Ownership transfers to the Client only upon:
Full payment
Written confirmation from the Agency
7.1. Access vs Ownership
Ownership does not guarantee:
Access to development environments
Access to proprietary systems or infrastructure
Editable access via specific platforms (e.g. Wix, WordPress)
The Agency will provide access appropriate to the build, which may include:
Admin dashboards
CMS access (if applicable)
Delivered codebase files
Fully editable, no-code access is not guaranteed unless explicitly agreed in writing.
7.2. Agency Rights
The Agency retains the right to:
Showcase work in its portfolio and marketing
Retain ownership until payment is complete
Suspend or restrict access in cases of non-payment or breach
Clients may not:
Copy, transfer, or replicate work
Move the website to another provider
without prior written consent before ownership transfer.
8. Project Completion
A project is deemed complete when:
Core agreed functionality has been delivered
The website/application is operational (live or staging)
Minor revisions, preferences, or ongoing improvements do not constitute non-completion.
Further work will be treated as a new scope or ongoing support.
9. Support & Maintenance
Web design clients receive 12 months of support, including:
Minor updates (text, images, layout adjustments)
This excludes:
Development changes
Structural rebuilds
New functionality
Such work will be quoted separately.
10. Termination
Either party may terminate within 7 days of project commencement.
After this period:
No refunds apply (except where required by law)
Fees for work completed remain payable
All cancellations incur a £99 off-boarding fee.
For projects exceeding £10,000, resolutions may be discussed based on work completed.
11. No Refund Policy
Once work has commenced and services have been delivered (in part or full), fees are non-refundable.
Refunds will not be issued for:
Change of direction
Dissatisfaction
Decision to use another provider
12. Third-Party Handover
If the Client chooses to engage another provider:
The Agency will provide delivered files in their current state
The Agency is not responsible for compatibility or completion
Additional support or transition work will be chargeable
13. Confidentiality
Both parties agree to keep confidential all sensitive information, including:
Business data
Financial information
Strategies
Client/customer data
14. Limitation of Liability
The Agency shall not be liable for:
Indirect or consequential losses
Loss of profit, revenue, or business opportunity
Total liability shall not exceed the total fees paid.
15. Professional Conduct
The Agency reserves the right to suspend or terminate services if the Client engages in:
Abusive or aggressive behaviour
Unreasonable or excessive demands
Attempts to coerce refunds or apply undue pressure
All outstanding fees remain payable.
16. Governing Law
These Terms are governed by the laws of the United Kingdom.
Disputes shall be resolved through good faith negotiation before legal action.
17. Amendments
The Agency reserves the right to update these Terms annually.
Continued engagement constitutes acceptance of updated Terms.
18. Acceptance of Terms Without Signature
If the Client does not sign an agreement but:
Instructs work to begin
Continues engagement
Makes payment
They are deemed to have accepted these Terms in full.
This forms a legally binding agreement.
19. Contact
If you have any questions, please contact: support@wearesdm.com