Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Little Lion Digital Limited a company registered in England and Wales under number 05867732 whose registered office is at 1-4 London Road, Spalding, Lincolnshire, PE11 2TA (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your Obligations

10. You must obtain any permissions, Copyrights, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

11. If you do not comply with clause 10, we can terminate the Services.

12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations). We are not liable for any failure to meet a deadline due to your lack of feedback. Your lack of feedback does not waive your obligation to pay invoices within 30 days.

Project Milestones & Deemed Acceptance

13. You agree:

a) to provide feedback or approval for each stage (e.g. design mock-ups, development site, or marketing strategy) within 7 days, the “Feedback Window”.

b) if no feedback is received within the “Feedback Window”, the stage will “deemed accepted” and we may proceed to the next stage or issue an invoice for that milestone.

c) notwithstanding any delays in your feedback or “Your Obligations” all invoices must be paid in full within 30 days of the invoice date.

d) if your failure to provide necessary materials or approvals causes a project delay exceeding 14 days, we reserve the right to invoice for all work completed to date.

Fees and Deposit

14. The fees (Fees) for the Services are set out in the quotation and are on a fixed fee/time and materials basis.

15. In addition to the Fees, and upon approval we can recover from you

a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,

b) the cost of services provided by third parties and required by us for the performance of the Services, and

c) the cost of any materials required for the provision of the Services.

16. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 15 also apply to these additional services.

17. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

18. You must pay a deposit ("Deposit") as detailed in the quotation at the time of accepting the quotation.

19. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).

20. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

21. We may revise the Charges with effect from 6 months of the Start Date. Such revised charges shall reflect the percentage change in the official United Kingdom Retail Price Index (annual, percentage change over 12 months, all items) (or such index as replaces the same) in the calendar year immediately preceding that anniversary.

Cancellation and Amendment

22. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).

23. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

24. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

25. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

26. We will invoice you for payment of the Fees either:

i. when we have completed the Services; or

ii. on the invoice dates set out in the quotation.

All such invoices are payable no later than 30 days after the date of the invoice.

27. Time for payment shall be of the essence of the Contract.

28. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full. For the avoidance of doubt, interest on the outstanding amount shall begin accruing on day 31.

29. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

30. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

31. Receipts for payment will be issued by us only at your request.

32. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

33. Upon approval, we can at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

34. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

35. We can terminate the provision of the Services immediately if you:

i. commit a material breach of your obligations under these Terms and Conditions; or

ii. fail to make pay any amount due under the Contract on the due date for payment; or

iii. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

iv. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

v. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Liability and indemnity

36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

i. any indirect, special or consequential loss, damage, costs, or expenses; or

ii. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; or

iii. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

iv. any losses caused directly or indirectly by your delay, failure or your breach in relation to your obligations; or

v. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services; or

vi. any server downtime beyond our reasonable control. Hosting is provided “as is” or via third-party providers; or

vii. the legality of all content you provide to be used for the website or marketing campaigns, for the avoidance of doubt, this includes, images, text copy and trademarks.

39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Intellectual Property

41. Ownership of Deliverables: Upon receipt of all Fees due under the Contract in cleared funds, we assign to you all intellectual property rights in the final bespoke deliverables created specifically for you (e.g., the specific website design, copy, and logos).

42. Service Provider Background IP: We (or our licensors) retain ownership of all intellectual property rights in any pre-existing materials, proprietary code, software frameworks, or methodologies used in the performance of the Services ("Background IP"). We grant you a non-exclusive, non-transferable license to use such Background IP solely to the extent necessary to use the Services.

43. Portfolio Rights: Notwithstanding the transfer of rights in Clause 41, you grant us a royalty-free, perpetual license to use screenshots, links, and descriptions of the completed Services in our professional portfolio, social media, and marketing materials.

44. Third-Party Assets: Any third-party software, fonts, or images included in the Services are provided subject to the terms of the respective third-party licenses, which you are responsible for complying with.

Data Protection

45. When supplying the Services to you, we may gain access to and/or acquire the ability to transfer, store or process personal data of your employees.

46. Together we agree that where such processing of personal data takes place, you shall be the 'data controller' and we shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

47. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

48. We shall only Process Personal Data to the extent reasonably required to enable us to supply the Services as mentioned in these terms and conditions or as requested by and agreed with you, and shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for our own or for any third party's purposes.

49. We shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

50. We shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by us on your behalf.

51. Further information about our approach to data protection are specified in our Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: support@littleliondigital.co.uk.

Circumstances beyond a party's control

52. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

53. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

54. Notices shall be deemed to have been duly given:

i. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

ii. when sent, if transmitted by email and a successful transmission report or return receipt is generated;

iii. on the fifth business day following mailing, if mailed by national ordinary mail; or

iv. on the tenth business day following mailing, if mailed by airmail.

55. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

No Waiver

56. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

57. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

58. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts

Non-Solicitation

59. Restricted Period: For the duration of the Contract and for a period of 12 months after its termination or completion, you shall not, without our prior written consent, directly or indirectly solicit, employ, or engage the services of any person who is, or was, our employee, officer, or consultant involved in the delivery of the Services.

60. Liquidated Damages: If you breach Clause 59, you agree to pay us, as a genuine pre-estimate of the cost of recruitment and training, a fee equal to 30% of the annual gross salary (or equivalent annualised fee) of the individual so recruited or engaged.