Terms and Conditions

Part 1: General Terms

1. Introduction

These terms and conditions ("Terms") govern your access to and use of the website and services provided by Vertanet Ltd ("Vertanet", "the Agency", "we", "us", or "our"), a company registered in England and Wales (company number 09811451) with its registered office at Second Floor, Kirkland House, 11-15 Peterborough Road, Harrow, Middlesex, United Kingdom, HA1 2AX.

By accessing our website at vertanet.com (the "Website"), submitting an enquiry, or engaging us for services, you ("the Client", "you", or "your") confirm that you have read, understood, and agree to be bound by these Terms in full. If you do not agree with any part of these Terms, you must stop using the Website and our services immediately.

These Terms apply to all work carried out by the Agency on behalf of the Client, unless a separate written agreement has been signed by both parties, in which case the terms of that agreement shall take precedence where they conflict with these Terms.

Placing an order or instructing the Agency to commence work constitutes acceptance of all Terms set out in this document.

2. Eligibility

This Website is intended for use by individuals who are at least 16 years of age. By using the Website, you represent and warrant that you meet this age requirement. If you are accessing the Website or engaging our services on behalf of a company or other organisation, you represent that you have the authority to bind that organisation to these Terms.

You warrant that the name, address, payment details, and any other information you provide to us are accurate and complete, and you agree to notify us promptly of any changes. You also warrant that you have the legal right and ability to enter into this agreement.

3. Quotes, estimates and pricing

All quotes provided by the Agency are valid for 30 days from the date of issue, unless stated otherwise in writing. Quotes are based on the information and requirements provided by the Client at the time of quotation.

Quotes are subject to amendment if the Client's requirements change after the quote has been issued, if the scope of work increases beyond what was originally agreed, or if there are significant fluctuations in production or third-party costs that affect the project.

For work where no specific quote or rate has been agreed in writing, the Agency's standard hourly rate shall apply. The Agency reserves the right to adjust its hourly rates from time to time to reflect business needs.

All deadlines and timelines provided by the Agency are dependent on the timely provision of materials, content, feedback, and approvals by the Client. The Agency may extend deadlines where delays are caused by the Client's failure to provide required materials, events of force majeure (as defined in Section 24 of these Terms), or communication failures or staffing issues beyond the Agency's reasonable control.

4. Invoices and payment

Unless otherwise agreed in writing, payment of invoices is due within 15 days of the date of issue. All payments shall be made in Pounds Sterling unless an alternative currency has been agreed in advance.

The Agency reserves the right to charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. This includes statutory interest and reasonable debt recovery costs.

All work, materials, designs, code, and deliverables produced by the Agency shall remain the property of the Agency until the relevant invoice has been paid in full. The Agency may exercise a lien over any Client property or deliverables in its possession until all outstanding sums have been settled.

The Agency may request a deposit prior to commencing work. The amount of the deposit shall be at the Agency's discretion and may range from a percentage of the quoted price to the full amount for smaller projects. Upon receipt of a deposit, the remaining balance shall be due upon completion of the work or as otherwise agreed.

The Agency reserves the right to bill monthly for work in progress on larger or ongoing projects. If payment becomes overdue, the Agency may suspend all work without notice until the outstanding balance has been settled, and may charge for any additional costs incurred as a result of Client neglect or payment default.

5. Client responsibilities

The Client is responsible for supplying all content, materials, images, copy, and information required for the project in a clear, usable format and within agreed timeframes. The Agency is not responsible for verifying the accuracy, legality, or completeness of any content supplied by the Client.

The Client shall indemnify the Agency against any claims, losses, damages, costs, or expenses arising from any content supplied by the Client that is defamatory, libellous, obscene, infringing of any intellectual property right, or otherwise unlawful.

The Client is responsible for reviewing all work, testing functionality, checking copy, and providing written approval or sign-off before the Agency publishes or delivers the final work. Once the Client provides sign-off, the Agency shall not be liable for any errors or omissions that the Client had the opportunity to identify during the review process.

Where the Client uploads content to a website or platform built by the Agency, the Client is responsible for ensuring that any images are appropriately optimised and that the content does not conflict with or break the functionality of the site. The Agency accepts no responsibility for issues caused by third-party software or plugins installed by the Client without the Agency's involvement.

The Agency may refuse to use or publish any materials that it reasonably believes to be illegal, infringing, defamatory, or otherwise inappropriate.

6. Subcontracting

The Agency reserves the right to subcontract any part of the work to suitably qualified third parties at its discretion. Where work is subcontracted, the Agency remains responsible for the quality of the deliverables and for ensuring that subcontractors comply with relevant confidentiality and data protection obligations.

7. Confidentiality

Both parties agree to keep confidential all information, documents, and materials provided by the other party in connection with the project, unless disclosure is required by law, regulation, or court order, the information is already in the public domain through no fault of the receiving party, or prior written consent has been given by the disclosing party.

This obligation of confidentiality shall survive the termination or completion of any project and shall remain in effect for a period of two years following the end of the business relationship.

Part 2: Website Use

8. Acceptable use of the Website

You may use our Website for lawful purposes only. When using the Website, you agree that you will not:

We reserve the right to restrict or terminate your access to the Website at any time, without notice, if we reasonably believe you have breached any of these Terms.

9. Intellectual property

All content published on this Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, page layout, underlying code, and software, is the property of Vertanet Ltd or its content suppliers and is protected by United Kingdom and international copyright, trademark, and other intellectual property laws.

The Vertanet name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Vertanet Ltd. You must not use such marks without our prior written permission.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and view the content on this Website for your personal, non-commercial use only. This licence does not include the right to:

If you print, copy, or download any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

10. Website content and disclaimers

The content on this Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. While we make reasonable efforts to keep the information on the Website accurate and up to date, we make no representations, warranties, or guarantees, whether express or implied, that the content is accurate, complete, reliable, current, or free from errors.

In particular:

11. Contact form and enquiries

When you submit an enquiry through our contact form, you agree to provide accurate and truthful information. We will process the personal data you submit in accordance with our Privacy Policy.

Submitting an enquiry through the Website does not create a contractual relationship between you and Vertanet Ltd, nor does it oblige either party to enter into any agreement. Any engagement for our professional services will be subject to a separate written contract agreed and signed by both parties, or will be governed by the service terms set out in Part 3 of these Terms.

We aim to respond to enquiries promptly but do not guarantee any specific response time. We reserve the right not to respond to enquiries that are abusive, fraudulent, or otherwise inappropriate.

12. Third-party links and content

Our Website may contain links to websites, resources, or services operated by third parties. These links are provided for your convenience and information only. The inclusion of a link does not imply our endorsement of the linked website or any association with its operators.

We have no control over the content, availability, privacy practices, or security of third-party websites. We accept no responsibility or liability for any loss or damage that may arise from your use of any third-party website or resource. Your use of any third-party website is at your own risk and subject to the terms and conditions of that website.

13. Website availability

We do not guarantee that the Website, or any content on it, will always be available, uninterrupted, or free from errors. Access to the Website is provided on an "as is" and "as available" basis. We may suspend, withdraw, discontinue, or change all or any part of the Website without notice.

We will not be liable to you if for any reason the Website is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Website, including a suitable internet connection.

14. Viruses and security

We do not guarantee that the Website will be secure or free from bugs, viruses, or other malicious code. You are responsible for configuring your own information technology, computer programmes, and platform to access the Website safely. We recommend that you use your own virus protection software.

You must not misuse the Website by knowingly introducing viruses, Trojans, worms, logic bombs, or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which it is stored, or any server, computer, or database connected to the Website.

By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

Part 3: Digital Services

15. Web design and development

Websites and web applications built by the Agency are developed with reasonable security measures appropriate to the nature of the project. However, the Agency does not provide any indemnity or guarantee against future security threats, vulnerabilities, or exploits that may emerge after the work is completed. Cybersecurity is an evolving landscape and no website can be guaranteed to be immune to all threats.

The Agency builds websites to work in the latest publicly available versions of modern browsers (Chrome, Firefox, Safari, and Edge) at the time of development. Support for older browsers, including Internet Explorer, is not included unless specifically agreed in writing prior to the commencement of work.

Any amendments, changes, or additions requested after a project has been signed off and delivered shall be treated as new work and charged at the Agency's prevailing hourly rate, unless covered by an existing service level agreement or maintenance contract.

16. Code ownership and licensing

Upon full payment of all invoices relating to a project, ownership of client-specific content (text, images, and graphics created specifically for the Client) and bespoke source code written exclusively for the Client's project shall transfer to the Client.

Agency-retained code

Ownership of all reusable code, including the Agency's internal frameworks, templates, component libraries, starter kits, and any other code or tooling that existed prior to or was developed independently of the Client's project, shall remain the property of the Agency at all times. Where such code is incorporated into a Client's project, the Client is granted a non-exclusive, perpetual licence to use it as part of the delivered project. This licence does not grant the Client the right to extract, resell, or redistribute the Agency's reusable code independently of the project.

Licence terms

Licences granted under this section shall survive the termination of the business relationship, provided the Client has paid all outstanding invoices in full. The licence is transferable to a successor entity in the event of a sale, merger, or acquisition of the Client's business, subject to the successor agreeing to be bound by the same licence terms.

Open-source and third-party components

Where the Agency uses open-source software or third-party libraries as part of a project, the terms of the relevant open-source licences shall apply to those components.

Know-how and general techniques

The Agency may retain and reuse general techniques, processes, know-how, and non-client-specific code developed during the course of a project. This does not include client-specific content, data, or bespoke code that has transferred to the Client under this section.

17. Website hosting and email

Where the Agency provides website hosting, email hosting, or related infrastructure services, the following terms apply:

Service availability and uptime

Where the Agency advertises or agrees to an uptime target (such as 99.99%), this refers exclusively to the availability of the underlying hosting infrastructure: server hardware, network connectivity, and core platform services. It does not cover application-level issues, including but not limited to broken pages, plugin conflicts, theme errors, content display problems, database query failures caused by application code, or any other fault originating within the Client's website or application rather than the hosting environment.

A website page failing to load due to a coding error, misconfigured plugin, or content issue does not constitute infrastructure downtime for the purposes of any uptime commitment.

While the Agency makes reasonable efforts to maintain high uptime and reliability, service availability is not guaranteed at 100%. The Agency and its infrastructure suppliers accept no responsibility for loss of service, data loss, or downtime caused by hardware failure, software failure, network issues, cyber attacks, or events of force majeure.

Discretionary service credits

Where infrastructure downtime causes the Client's hosting service to fall below the agreed uptime target in any calendar month, the Client may request a service credit. Service credits are assessed on a case-by-case basis at the Agency's sole discretion and are not applied automatically.

The following tiers serve as a guideline for credit amounts, calculated as a percentage of the Client's monthly hosting fee for the affected month:

99.9% to 99.99% uptime: up to 10% credit on the monthly hosting fee.
99.0% to 99.9% uptime: up to 25% credit on the monthly hosting fee.
Below 99.0% uptime: up to 50% credit on the monthly hosting fee.

Service credits are subject to the following conditions:

Server management

Managed hosting includes security patches, server health checks, uptime monitoring, and routine maintenance. Support is provided on a best-effort basis during standard business hours (9:00am to 5:00pm, Monday to Friday, excluding UK bank holidays and the Christmas shutdown period). Ticket-based support from upstream infrastructure suppliers is available 24/7.

Service removal and suspension

The Agency reserves the right to suspend or remove hosting services without notice in cases of non-payment, misuse, or breach of these Terms. Restoration of a suspended or removed service shall be at the Client's expense. Where databases are involved, reprogramming or data restoration may be required and shall be charged accordingly.

Investigation and resolution of problems not caused by the Agency or its infrastructure shall be charged at the Agency's prevailing hourly rate.

Content and acceptable use

The Client is entirely responsible for all content hosted on their website or transmitted through their email accounts. The Client warrants that they will not use the hosting services to host or transmit any material that is unlawful, malicious, defamatory, obscene, or infringes any third-party rights. The Client will not transmit viruses, malware, or any other harmful code. The Client will not send unsolicited bulk email (spam) or use the services in any way that contravenes applicable legislation. The Client will not employ any programme or process that places an excessive burden on shared server resources or is detrimental to other customers on the same infrastructure.

The Agency reserves the right to remove any material it considers inappropriate without prior notice.

If the Client uses the website or hosting services to sell goods or services, the Client is responsible for compliance with all applicable legislation, including but not limited to consumer protection regulations, distance selling regulations, advertising standards, consumer credit legislation, and trade descriptions legislation.

Charges and billing

Hosting and email services are billed in advance on a recurring basis. The Agency reserves the right to adjust pricing; however, the current subscription rate shall be honoured for the remainder of the current billing period. Payment is due on the anniversary of the service being established and shall continue to be charged until the Client provides written notice of cancellation.

18. Service level agreements

Where the Client has purchased a service level agreement (SLA) or retainer, the following terms apply:

Part 4: General Legal Provisions

19. Limitation of liability

The Agency warrants that all services shall be provided with reasonable care and skill in accordance with generally accepted industry standards.

To the fullest extent permitted by law, Vertanet Ltd, its directors, employees, agents, and affiliates exclude all liability for any loss or damage arising out of or in connection with your use of this Website or the provision of our services. This exclusion applies to all losses, whether direct, indirect, special, incidental, consequential, or punitive, including but not limited to:

All implied warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

Where the Agency supplies third-party goods or services (such as domain registrations, SSL certificates, or third-party software licences), these are supplied without warranty by the Agency. Where possible, the Agency shall assign or pass through to the Client any warranty or benefit provided by the third-party supplier.

Any claim arising under these Terms must be notified to the Agency in writing within one year of the issue arising. Claims not notified within this period shall be deemed waived.

Nothing in these Terms excludes or limits our liability for:

If you are a consumer, you have legal rights in relation to services that are not carried out with reasonable care and skill, or goods that are faulty or not as described. Nothing in these Terms affects those statutory rights. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.

20. Indemnification

The Client agrees to indemnify, defend, and hold harmless Vertanet Ltd, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

The Agency shall notify the Client promptly of any claim in respect of which it seeks indemnification. The Client may participate in the defence of any such claim, provided that such participation does not prejudice the Agency's interests.

This indemnification obligation will survive the termination of these Terms and the Client's use of the Website and services.

21. Insolvency

If the Client becomes unable to pay its debts as they fall due, enters into any form of insolvency proceedings (including administration, liquidation, or a company voluntary arrangement), has a receiver or administrative receiver appointed over any of its assets, or (in the case of an individual) becomes bankrupt or enters into an individual voluntary arrangement, the Agency may:

22. Privacy and cookies

Our use of your personal data is governed by our Privacy Policy, which forms part of these Terms. By using the Website, you acknowledge that you have read and understood our Privacy Policy.

Our use of cookies is described in our Cookie Policy. By continuing to use the Website after accepting cookies (where consent is required), you agree to our use of cookies as described in that policy.

23. Notices

Any notice given under these Terms shall be in writing and may be delivered by email or by post to the addresses most recently provided by the receiving party.

Notices sent by email shall be deemed received on the same working day if sent before 5:00pm, or on the next working day if sent after 5:00pm. Notices sent by post shall be deemed received two working days after posting if sent by first-class post within the United Kingdom.

24. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government actions or sanctions, legislation, power failure, internet or telecommunications failure, fire, flood, drought, or industrial action.

In the event of a force majeure event that prevents the Agency from performing its obligations for a prolonged period, the Client may terminate the affected engagement by giving written notice and shall pay the Agency for all work completed up to the date of termination.

25. Severability

If any provision of these Terms is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this clause shall not affect the validity and enforceability of the remaining provisions of these Terms.

26. Entire agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Vertanet Ltd in relation to your use of this Website and, where no separate contract exists, the provision of our services. These Terms supersede all previous agreements, understandings, and arrangements between us, whether written or oral.

Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

27. Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall prevent any further exercise of that or any other right, power, or remedy. A waiver of any right, power, or remedy under these Terms is only effective if given in writing and shall not be deemed a waiver of any subsequent right, power, or remedy.

28. Assignment

The Client may not assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under these Terms without the Agency's prior written consent.

The Agency may assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under these Terms at any time without the Client's consent, provided that this does not materially reduce the protections afforded to the Client under these Terms.

29. No partnership or agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, or employment relationship between the parties. Neither party shall have any authority to bind the other or to enter into commitments on the other's behalf without prior written consent.

30. Changes to these terms

We may revise these Terms at any time by updating this page. The revised Terms will apply from the date of publication, as indicated by the "last updated" date at the top of this page.

It is your responsibility to check this page periodically for changes. By continuing to use the Website or our services after changes to the Terms are posted, you accept the revised Terms. If you do not agree with the revised Terms, you must stop using the Website and our services.

For significant changes that materially affect your rights or obligations, we will make reasonable efforts to provide prominent notice on the Website.

31. Governing law and jurisdiction

These Terms, their subject matter, and their formation (including any non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.

Both parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

If you are a consumer resident in another part of the United Kingdom, you may also bring proceedings in the courts of the country in which you are resident.

32. Contact

If you have any questions about these Terms, please contact us:

Email: [email protected]
Post: Vertanet Ltd, Second Floor, Kirkland House, 11-15 Peterborough Road, Harrow, Middlesex, HA1 2AX