Terms of Service
Last updated: February 2025 • Applicable to all new engagements
1. Business Identity & Scope
Allerton Digital is the trading name of Josh Fraser-Shaw, a sole trader based in England (“Allerton Digital”, “we”, “us”, or “our”). We provide web design, search engine optimisation (SEO), technical audits, website maintenance, and digital consultancy to UK businesses and commercial clients (“you” or the “Client”).
These Terms of Service govern all proposals, quotations, project deliveries, and monthly retainers provided by Allerton Digital. By accepting a written quotation or proposal, instructing us to commence work, or making payment, you agree to be bound by these terms.
2. Proposals, Scope & Contract Formation
Before commencing any project, we review your requirements and provide a written quotation or proposal detailing the agreed scope of work, deliverables, and fixed fee.
A legally binding contract is formed when you confirm acceptance of our written proposal or quote in writing (including email) and settle the required advance payment. Any additional work or material change to the agreed scope requested by you during the project will be agreed in writing with an updated fixed fee before being undertaken.
3. Pricing, Invoicing & Payment Terms
- One-Off Projects (Web Design, Builds & Audits): Payment is required in full (100% upfront) before work commences, unless otherwise agreed in writing.
- Monthly Retainers & Maintenance: Ongoing services (such as monthly SEO retainers and website maintenance plans) are billed monthly in advance.
- Currency & Taxes: All quotes and invoices are denominated in Pounds Sterling (GBP). Allerton Digital is not currently registered for VAT; should VAT status change, VAT will be clearly itemised on invoices.
- Payment Methods: Invoices are payable via UK bank transfer or approved electronic payment processor. Payment is due immediately upon receipt of invoice unless an alternative credit term is explicitly stated.
- Late Payment: If an invoice remains unpaid past its due date, we reserve the right to suspend ongoing work, pause retainer tasks, or withhold website deployment until the outstanding balance is settled.
4. Cancellations, Notice Periods & Refunds
Ongoing Monthly Retainers: Either party may cancel an ongoing monthly retainer (such as SEO retainers or maintenance plans) by giving 14 days’ written notice via email to hello@allertondigital.co.uk. Cancellation will take effect at the end of the applicable 14-day notice period. Fees already paid for services provided or for the active billing cycle are non-refundable. Where a payment is collected after a valid cancellation notice has been given and relates to a period beyond the effective cancellation date, the relevant amount will be refunded.
One-Off Projects: If you wish to cancel an agreed one-off project before completion, you must provide written notice. Because payment is made in advance and project slots and resources are committed, refund eligibility will be assessed having regard to work already completed, research and technical setup undertaken, third-party costs incurred, and the agreed project scope. Where work has not yet commenced, a refund less reasonable administrative costs will be provided.
5. Client Responsibilities & Materials
To enable us to deliver work to the agreed timeline and standard, you agree to:
- Provide all required content, copy, business information, high-resolution imagery, and branding assets in a timely manner.
- Provide prompt access to necessary platforms (such as your domain registrar, hosting account, CMS, Google Search Console, or Google Business Profile) as required for the project.
- Ensure that all materials, text, trademarks, and images you provide are owned by you or that you hold appropriate licences for their use, and that they do not infringe any third-party intellectual property rights.
- Provide consolidated, timely feedback on drafts and review milestones within five (5) working days of submission.
6. Intellectual Property Rights
- Client Deliverables: Upon receipt of payment in full, all copyright and intellectual property rights in the bespoke website code, custom layout design, and client-specific written content created specifically for you will transfer to you.
- Third-Party Licences: Third-party components, fonts, open-source code libraries, stock imagery, CMS software, plugins, and third-party APIs remain subject to their respective vendor licences.
- Know-How & Pre-Existing Materials: Allerton Digital retains all rights in its general methodologies, processes, technical know-how, and reusable non-client-specific software modules developed prior to or independently of the engagement.
- Portfolio Rights: Unless you explicitly instruct us otherwise in writing, we reserve the right to reference the completed project and display visual screenshots in our portfolio, case studies, and marketing materials.
7. Service Standards & SEO Disclaimers
We will carry out all agreed services with reasonable skill, care, and diligence in accordance with good industry practice. We explain our recommendations and technical work clearly.
No Guarantees of Rankings or Commercial Outcomes: While we implement industry-standard best practices in technical SEO, site architecture, and on-page optimisation, search engine rankings and traffic are determined entirely by autonomous algorithms operated by third-party search engines (including Google). We do not guarantee specific organic rankings, first-page placement, search impressions, traffic numbers, lead volumes, conversion rates, or sales figures. We do not control Google algorithm updates or competitor actions.
8. Limitation of Liability
- To the maximum extent permitted by applicable law, Allerton Digital’s total aggregate liability arising out of or in connection with any project or agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall be strictly capped at the total fees paid by you for that specific project, or in the case of a monthly retainer, the fees paid during the one (1) month immediately preceding the event giving rise to the claim.
- We shall not be liable for any indirect, special, incidental, or consequential damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of reputation, or loss/corruption of data.
- Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.
9. Confidentiality & Data Protection
Both parties agree to treat non-public information, business data, and technical materials disclosed during the course of the project as confidential.
Any personal data processed in connection with these terms is handled in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and our Privacy Policy.
10. Governing Law & Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
11. Contact Details
Allerton Digital (Josh Fraser-Shaw, Sole Trader)
Email: hello@allertondigital.co.uk
Location: Serving businesses throughout the United Kingdom