MASTER TERMS AND CONDITIONS, MASTER SERVICES AGREEMENT, SERVICE LEVEL AGREEMENT (SLA), ACCEPTABLE USE POLICY AND PRIVACY POLICY

IMPORTANT LEGAL NOTICE

This document is intentionally long, detailed, repetitive in places, and defensive by design. That is deliberate. It is written to function as an operational, contractual, and risk‑containment instrument for a live commercial business operating technical services and managed hosting in the United Kingdom.

SKUNKWORK™ KITS

1. Introduction

Welcome to SKUNKWORK™, operated by SKUNKWORK GROUP LTD (Company No. 16541413), registered in England & Wales, with its principal office at 50 Darnley Street, Gravesend, Kent, DA11 0PH, United Kingdom.

These Terms & Conditions and Service Level Agreement govern your use of:

Website: https://skunkwork.co.uk
Client Portal: https://portal.skunkwork.co.uk

By subscribing or using our services, you agree to these terms. If you disagree, you must not use our platform.

Key Definitions:

“SKUNKWORK” refers to SKUNKWORK GROUP LTD
“Client / You” refers to the subscriber or user
“Skunks™” refers to our specialist service team
“CRM” refers to our client portal at https://portal.skunkwork.co.uk

2. Definitions

Agreement
This complete Terms & Conditions and Service Level Agreement.

Task
Individual service request submitted by Client.

Kit
A single-use, protocol-driven service bundle designed to achieve one clearly defined outcome.

Execution
Point when a Skunk™ begins work on a task.

Business Days
Monday–Friday, excluding UK public holidays.

Staging
Secure testing environment before live deployment.

Queue Priority

Standard: Care and One-Off Tasks
Accelerated: Grow
Priority: Tech Team

3. Service Plans & Access

3.1 Available Plans

All SKUNKWORK™ maintenance plans include:

Unlimited usage of SKUNKWORK™ Kits within plan scope
Free website migration at subscription start (where applicable)
Dedicated Account Manager
Priority task queue placement by plan tier
Access via the SKUNKWORK™ Client Portal

One-Off Tasks are excluded from unlimited usage.

3.2 Service Kit Access

3.3 Operating Hours

SKUNKWORK™ Operating Hours

Tasks submitted outside operating hours will queue for the next working period.

Website hosting services, where provided, are governed by separate SKUNKHOST™ Terms & Conditions.

4. Task Types & Delivery

4.1 Kit Complexity Classifications

4.2 Delivery Timeframes

• Same-day applies to Medium tasks submitted before 10:00 AM.

1. INTERPRETATION, CONSTRUCTION AND LEGAL EFFECT

1.1 Binding Agreement

This document (the Agreement) constitutes a legally binding contract between SKUNKWORK GROUP LTD and the Client. It governs all access to and use of SKUNKWORK™ and SKUNKHOST™ services, infrastructure, systems, tooling, and personnel.

Use of any service, system, portal, or support channel constitutes acceptance. No signature is required.

1.2 Interpretation Rules

Unless the context requires otherwise: – headings are for convenience only and do not affect interpretation; – the singular includes the plural and vice versa; – references to “including” mean “including without limitation”; – references to statutes include amendments and replacements; – obligations apply jointly and severally where relevant.

1.3 No Contra Proferentem

This Agreement shall not be construed against the drafting party. The contra proferentem rule is expressly excluded.

1.4 Survival

Clauses relating to limitation of liability, intellectual property, data protection, indemnities, jurisdiction, payment, audit, and enforcement survive termination.

2. PARTIES AND STATUS

2.1 Operator

SKUNKWORK™ and SKUNKHOST™ are trading names of SKUNKWORK GROUP LTD, incorporated in England and Wales.

2.2 Client Authority

Where the Client is a business entity, the individual acting confirms they have full authority to bind that entity. Any lack of authority is the Client’s sole responsibility.

2.3 Independent Contractor

Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship. The Company acts solely as an independent contractor.

3. SCOPE OF AGREEMENT AND SOURCE OF TRUTH

3.1 Unified Control

This Agreement is the sole source of truth for all services. No other document, marketing page, email, message, proposal, or conversation overrides it.

3.2 Precedence

If conflict arises, the following order applies: 1. A written agreement signed by a director of the Company; 2. This Agreement; 3. Order confirmations and invoices; 4. All other materials (non‑binding).

4. CLIENT PORTAL AND SYSTEM AUTHORITY

4.1 System of Record

The Client Portal is the authoritative system for: – billing and payments; – task submission and scope; – service status; – communications; – notices.

4.2 Account Responsibility

The Client is solely responsible for: – all actions taken under their account; – credential security; – authorised users; – data accuracy.

No liability is accepted for unauthorised access resulting from Client failure.

4.3 Suspension Rights

The Company may suspend access immediately where: – payment fails; – chargebacks occur; – abuse is suspected; – security risk exists; – legal obligation arises.

5. SKUNKHOST™ MANAGED HOSTING SERVICES

5.1 Service Nature

SKUNKHOST™ provides managed WordPress hosting only. No bespoke infrastructure, custom stacks, or non‑WordPress platforms are supported unless expressly agreed in writing.

5.2 Uptime Definition

Uptime means HTTP/HTTPS availability of the hosted service, measured monthly.

5.3 Uptime Target

A target of 99.999% uptime applies, excluding: – scheduled maintenance; – Client‑caused issues; – third‑party failures; – force majeure events.

5.4 No Absolute Availability

No guarantee of uninterrupted service is given. Hosting inherently carries risk.

5.5 Sole Remedy

Service credits, if issued, are the sole and exclusive remedy for SLA breach and are capped at the monthly hosting fee.

6. SKUNKWORK™ SERVICES AND TASK DELIVERY

6.1 Defined‑Scope Model

All work is delivered exclusively via predefined Kits. There is no open‑ended development, consulting, or advisory service.

6.2 Execution Preconditions

Work begins only after: – task scope confirmation; – receipt of required access; – queue assignment.

6.3 Revisions

Unless stated otherwise, one reasonable revision is included. Further changes require a new Task.

6.4 No Outcomes Guaranteed

No guarantee is given as to rankings, revenue, conversions, compliance status, performance metrics, or business success.

7. FEES, BILLING AND PAYMENTS

7.1 Advance Billing

All services are billed in advance. Failure to pay authorises immediate suspension.

7.2 No Set‑Off

The Client may not withhold payment for disputes.

8. CANCELLATION AND REFUNDS

8.1 Subscription Cancellation

Subscriptions may be cancelled at any time but are non‑refundable once a billing period begins.

8.2 Task Refunds

Refund eligibility depends on task status. Once execution begins, no refund is due.

9. ACCEPTABLE USE POLICY

9.1 Prohibited Conduct

Includes but is not limited to: – illegal activity; – malware or spam; – IP infringement; – harassment; – resale or white‑labelling.

9.2 Enforcement

Violations permit immediate termination without refund.

10. INTELLECTUAL PROPERTY

10.1 Ownership Transfer

IP transfers only upon full payment and task completion.

10.2 Licence Restrictions

No resale, sublicensing, or competitive use is permitted.

11. DATA PROTECTION (UK GDPR)

11.1 Roles

The Company acts as data controller for account data and processor where applicable.

11.2 Retention

Data is retained only as necessary for service delivery and legal compliance.

12. LIMITATION OF LIABILITY

12.1 Liability Cap

Total liability is capped at fees paid in the preceding 12 months.

12.2 Excluded Loss

No liability for indirect, consequential, or economic loss.

12.3 Non‑Excludable Rights

Nothing excludes liability for death, personal injury, fraud, or statutory rights.

13. TERMINATION

13.1 Termination for Cause

Immediate termination permitted for breach, non‑payment, or abuse.

13.2 Effects

Access ceases and data may be deleted following retention periods.

14. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.

15. CONTACT

SKUNKWORK GROUP LTD 50 Darnley Street Gravesend, Kent DA11 0PH United Kingdom

Support: support@skunkwork.co.uk Privacy: privacy@skunkwork.co.uk

SECTION 1 — COMMERCIAL MODEL, TERM, NO-CONTRACT STRUCTURE & CLIENT CONTROL

1.1 No Fixed-Term Contracts

1.1.1 No Minimum Term. All SKUNKWORK™ and SKUNKHOST™ services are provided strictly on a rolling, pay-in-advance basis. There are no fixed-term contracts, no minimum commitment periods, and no automatic lock-in beyond the period already paid for.

1.1.2 Service-for-Term Model. The Client purchases the right to access and use the applicable services only for the duration of the paid billing period (monthly or annual, as selected). Upon expiry of the paid period, services either renew or terminate in accordance with the Client’s instructions.

1.1.3 No Early Termination Concept. Because no fixed-term contract exists, there is no concept of early termination, break fees, or contractual penalties for stopping services. Services simply cease at the end of the paid period if not renewed.

1.2 Renewal Mechanics

1.2.1 Automatic Renewal by Default. Unless cancelled by the Client, subscriptions renew automatically for successive billing periods of the same length as the original term.

1.2.2 Client-Controlled Cancellation. The Client may cancel renewal at any time via the Client Portal located at https://portal.skunkwork.co.uk. Cancellation prevents the next renewal but does not interrupt the current paid period.

1.2.3 No Refund on Renewal Periods. Once a billing period has commenced, fees for that period are non-refundable except where expressly required by law.

1.3 Client-Controlled Plan Management

1.3.1 Single Point of Control. All plan management actions are performed exclusively by the Client via the Client Portal, which is the sole system of record for: – cancellations; – renewals; – upgrades; – downgrades; – pauses and restarts; – billing visibility.

1.3.2 No Manual Intervention Required. The Company does not require written notice, telephone calls, or manual approval to process standard plan changes initiated through the Portal.

1.4 Upgrades

1.4.1 Immediate Effect. Plan upgrades take effect immediately upon confirmation and payment via the Client Portal.

1.4.2 Immediate Access to Higher Tier Services. Upon upgrade, the Client gains immediate access to all features, resources, service levels, and queue priorities associated with the upgraded plan.

1.4.3 Billing on Upgrade. Any price difference between the current plan and the upgraded plan is charged at the time of upgrade. No pro-rata credits are issued for unused time on the previous plan.

1.5 Downgrades

1.5.1 Deferred Effect. Plan downgrades take effect only at the end of the current paid billing period.

1.5.2 No Pro-Rata Refunds. No refunds, credits, or pro-rata adjustments are issued for downgrades initiated mid-period.

1.5.3 Service Reduction at Renewal Boundary. At the commencement of the next billing period, the Client’s access is limited to the features, resources, service levels, and queue priorities of the downgraded plan.

1.6 Cancellations, Pauses & Restarts

1.6.1 Cancellation. Cancellation stops future renewals. Services remain active until the end of the current paid period.

1.6.2 Pausing Services. Where pause functionality is available, pausing halts renewal and task execution without closing the Client account. Services resume only upon explicit restart by the Client.

1.6.3 Restarting Services. Restarting a paused or cancelled plan creates a new paid billing period under the then-current pricing and terms.

1.6.4 No Guaranteed Reinstatement of Previous Terms. Restarted services may be subject to updated pricing, plan structure, or service availability.

1.7 Client Responsibility for Plan Selection

1.7.1 Self-Selection Model. The Client is solely responsible for selecting, upgrading, downgrading, or cancelling plans.

1.7.2 No Reliance on Advice. Any guidance provided by the Company regarding plan selection is informational only and does not constitute advice or recommendation.

1.8 Effect on Services and Deliverables

1.8.1 Service Availability Tied to Plan Status. Access to SKUNKWORK™ services, SKUNKHOST™ hosting resources, task queues, and support levels is strictly contingent on an active paid plan.

1.8.2 Post-Expiry Handling. Upon expiry or cancellation: – task execution ceases; – queue priority is lost; – hosting services may be suspended or terminated; – data retention follows the Privacy and Data Handling section of this Agreement.

1.9 No Waiver of Rights

1.9.1 No Implied Rights. Continued access during a billing period does not create any ongoing entitlement beyond that period.

1.9.2 No Estoppel. Failure by the Company to enforce any provision immediately does not waive the right to enforce it later.

SECTION 2 — CLIENT PORTAL AUTHORITY, ACCOUNT CONTROL & SYSTEM OF RECORD

2.1 Client Portal as Sole System of Record

2.1.1 Authoritative Platform. The Client Portal located at https://portal.skunkwork.co.uk (the “Portal”) is the sole and authoritative system of record for all matters relating to the Client’s relationship with the Company, including but not limited to: – account status; – active services and plans; – billing, invoices, and payment history; – task submissions, specifications, and delivery status; – support tickets and communications; – cancellations, renewals, upgrades, downgrades, pauses, and restarts; – notices issued by either party.

2.1.2 Exclusion of External Communications. Communications conducted outside the Portal (including email, telephone calls, messaging platforms, or verbal discussions) are non-authoritative and are not binding unless expressly reflected in the Portal.

2.1.3 No Reliance. The Client agrees not to rely on any statement, assurance, or representation unless it is recorded within the Portal or expressly incorporated into this Agreement.

2.2 Account Creation and Accuracy

2.2.1 Single Account Responsibility. Each Client is responsible for maintaining a single primary account within the Portal. Duplicate or fraudulent accounts may be suspended or terminated without notice.

2.2.2 Accuracy of Information. The Client must ensure that all account information (including contact details, billing information, and authorised users) is accurate, complete, and kept up to date at all times.

2.2.3 Consequences of Inaccuracy. The Company accepts no responsibility for service disruption, billing errors, missed notices, or data loss arising from inaccurate or outdated account information.

2.3 Authentication, Credentials & Access Control

2.3.1 Credential Security. The Client is solely responsible for maintaining the confidentiality and security of all login credentials associated with the Portal, hosting access, and any third-party services integrated with the services.

2.3.2 Authorised Users. Any individual granted access by the Client is deemed an authorised user acting on the Client’s behalf. The Client is fully liable for all actions taken by authorised users.

2.3.3 No Credential Sharing. Sharing credentials outside the Client’s organisation or permitting unauthorised access is strictly prohibited.

2.3.4 Unauthorised Access. The Company shall not be liable for any loss, damage, or disruption resulting from unauthorised access where the Client has failed to implement reasonable security measures.

2.4 Portal-Based Instructions and Authority

2.4.1 Binding Instructions. Any action initiated by the Client via the Portal (including plan changes, task submissions, cancellations, approvals, or confirmations) is deemed authorised and binding.

2.4.2 Irrevocability. Instructions submitted via the Portal cannot be revoked once processed, except where expressly permitted within the Portal’s functionality.

2.4.3 No Manual Overrides. The Company is under no obligation to manually override, reverse, or modify Portal-initiated actions.

2.5 Notices and Communications

2.5.1 Delivery of Notices. Notices may be delivered via: – Portal notifications; – support ticket updates; – email to the address recorded in the Portal.

2.5.2 Deemed Receipt. Notices are deemed received: – immediately when posted in the Portal; – upon successful transmission where delivered by email.

2.5.3 Client Monitoring Obligation. The Client is responsible for monitoring the Portal and registered email account. Failure to do so does not invalidate notices.

2.6 Support Requests and Task Submissions

2.6.1 Portal-Only Submission. All support requests and SKUNKWORK™ task submissions must be made via the Portal.

2.6.2 Specification Control. The task specification recorded in the Portal is final and controlling for scope, execution, and delivery.

2.6.3 Approval by Silence. Where clarification is requested and no response is provided within a reasonable timeframe, the Company may proceed based on available information or place the task on hold.

2.7 Suspension, Restriction and Termination of Access

2.7.1 Suspension Rights. The Company may suspend or restrict Portal access immediately and without liability where: – payment failure occurs; – chargebacks are initiated; – abuse or misuse is suspected; – security risk is identified; – required by law or regulator.

2.7.2 Effect of Suspension. During suspension: – task execution ceases; – support access may be limited; – hosting services may be restricted or disabled.

2.7.3 No Compensation. Suspension under this section does not entitle the Client to refunds, credits, or compensation.

2.8 Audit and Logging

2.8.1 System Logs. The Company’s system logs and Portal records are conclusive evidence of actions taken, instructions given, and events occurring.

2.8.2 Dispute Resolution Evidence. In the event of a dispute, Portal records shall prevail over external communications or recollections.

2.9 No Obligation to Maintain Historical Access

2.9.1 Access Limitation. The Company is not obligated to maintain access to historical Portal data beyond applicable retention periods.

2.9.2 Export Responsibility. The Client is responsible for exporting any data or records required prior to cancellation or termination.

SECTION 3 — SKUNKHOST™ MANAGED HOSTING SERVICES & SERVICE LEVEL AGREEMENT (SLA)

3.1 Nature of Hosting Services

3.1.1 Managed Hosting Only. SKUNKHOST™ provides managed website hosting services limited strictly to WordPress-based websites and associated services expressly offered under the SKUNKHOST™ plans. No other platforms, frameworks, or bespoke infrastructure services are included unless explicitly agreed in writing.

3.1.2 Service Scope. Managed hosting includes infrastructure provisioning, platform maintenance, security controls, monitoring, and operational support within the limits of the selected plan. It does not include website development, content creation, strategic advice, or third‑party service management unless separately purchased as SKUNKWORK™ services.

3.1.3 No Transfer of Infrastructure Control. The Client receives a right to use hosting resources during the paid term only. No ownership, tenancy, or proprietary interest in infrastructure, systems, or configurations is transferred.

3.2 Hosting Term and Continuity

3.2.1 Term‑Bound Service. Hosting services are provided solely for the duration of the paid billing period, in accordance with Section 1 of this Agreement.

3.2.2 Non‑Continuity on Expiry. Upon expiry or cancellation, hosting services may be suspended or terminated without further notice. Continuity is not guaranteed beyond the paid term.

3.2.3 Client Migration Responsibility. The Client is solely responsible for exporting data, content, and websites prior to expiry or cancellation. The Company is not obligated to provide migration assistance following termination.

3.3 Uptime Definition and Measurement

3.3.1 Uptime Meaning. “Uptime” means the ability to access the hosted website via HTTP or HTTPS from the public internet.

3.3.2 Measurement Period. Uptime is measured on a per‑calendar‑month basis.

3.3.3 Monitoring Methodology. The Company uses internal and third‑party monitoring tools to assess availability. Monitoring data maintained by the Company is authoritative.

3.4 Uptime Target

3.4.1 Target Level. SKUNKHOST™ targets 99.999% uptime per calendar month.

3.4.2 Target Not Guarantee. This target is a service objective, not an unconditional guarantee of continuous availability.

3.5 Uptime Exclusions

The following are excluded from uptime calculations and do not constitute downtime:

3.5.1 Scheduled Maintenance. Planned maintenance, updates, patches, or upgrades, whether announced in advance or carried out urgently.

3.5.2 Client‑Caused Events. Downtime resulting from: – Client configuration changes; – Client‑installed plugins, themes, or code; – misuse or misconfiguration by the Client or authorised users.

3.5.3 Third‑Party Failures. Failures of services outside the Company’s direct control, including DNS providers, domain registrars, external APIs, or internet backbone providers.

3.5.4 Security Events. Temporary suspension or isolation required to mitigate security threats, malware, or abuse.

3.5.5 Force Majeure. Events beyond reasonable control, including but not limited to power failures, network outages, natural disasters, acts of government, or labour disputes.

3.6 Remedies for SLA Breach

3.6.1 Service Credits Only. Where uptime falls materially below the stated target, the Company may, at its discretion, issue a service credit.

3.6.2 Sole and Exclusive Remedy. Service credits constitute the Client’s sole and exclusive remedy for any SLA breach.

3.6.3 Credit Cap. Service credits shall not exceed the monthly hosting fee for the affected service period.

3.6.4 No Automatic Credits. Credits must be requested by the Client within thirty (30) days of the relevant month.

3.7 Performance and Capacity

3.7.1 Shared Resource Model. Hosting resources may be shared among multiple clients. Performance is subject to fair usage and technical constraints.

3.7.2 No Performance Guarantees. No guarantees are given regarding page load times, throughput, or performance scores.

3.7.3 Resource Abuse. Excessive resource usage may result in throttling, restriction, or suspension.

3.8 Backups and Data Integrity

3.8.1 Backup Provision. Backups may be provided as a convenience feature, not as a data protection guarantee.

3.8.2 No Warranty of Restoration. The Company does not warrant that backups will be available, complete, or restorable in all circumstances.

3.8.3 Client Responsibility. The Client remains solely responsible for maintaining independent backups of all content and data.

3.9 Security Responsibilities

3.9.1 Security Measures. The Company implements reasonable technical and organisational measures to protect hosting environments.

3.9.2 No Absolute Security. No system is immune from compromise. The Company does not guarantee security or absence of vulnerabilities.

3.9.3 Client Obligations. The Client must: – keep WordPress components updated; – use strong credentials; – avoid insecure plugins or themes.

3.10 Suspension and Termination of Hosting

3.10.1 Immediate Suspension. Hosting may be suspended immediately where required for security, abuse prevention, non‑payment, or legal compliance.

3.10.2 No Compensation. Suspension or termination under this section does not entitle the Client to refunds or damages.

3.11 No Implied Services

3.11.1 No Implied SLA. No SLA applies beyond what is expressly stated in this section.

3.11.2 No Support Outside Scope. Requests outside hosting scope may be refused or require separate SKUNKWORK™ services.

SECTION 4 — SKUNKWORK™ SERVICES, KITS, EXECUTION MECHANICS & DELIVERY CONTROLS

4.1 Relationship to Prior Sections

4.1.1 No Conflict. This Section 4 operates subject to and in harmony with Sections 1 (Commercial Model), 2 (Client Portal Authority), and 3 (Hosting Services). Where SKUNKWORK™ services are bundled with hosting, hosting remains governed by Section 3 and this section governs service execution only.

4.1.2 No Implied Expansion. Nothing in this Section expands hosting obligations, uptime commitments, or infrastructure responsibilities beyond those expressly stated in Section 3.

4.2 Nature of SKUNKWORK™ Services

4.2.1 Execution-Focused Services. SKUNKWORK™ provides technical execution, maintenance, configuration, and implementation services for WordPress-based websites only.

4.2.2 No Consulting or Advisory Relationship. Services are not consultancy, legal advice, marketing strategy, or business advisory services. Any commentary provided is incidental and non-reliant.

4.2.3 Defined-Value Delivery. All services are delivered through predefined, fixed-scope Kits designed to produce a specific technical outcome.

4.3 Kits as One-Off Tasks

4.3.1 One-Off Execution Model. Every Kit is executed as a discrete, one-off Task or ticket. Each Task is independent and self-contained.

4.3.2 Single Active Task Limitation. Unless otherwise stated in Section 4.4, only one Task may be active (in Execution) at any given time per Client account.

4.3.3 No Task Stacking. Tasks may not be queued, batched, or stacked to simulate parallel delivery except as expressly permitted.

4.4 Plan-Based Task Concurrency

4.4.1 Standard Plans (Care & Grow). Clients on standard plans may have only one Task running at a time. Additional Tasks may be submitted but will remain queued until the active Task is completed or closed.

4.4.2 SKUNKWORK™ Tech Team Plan. Clients on the Tech Team plan may run Tasks consecutively without enforced idle gaps. Tasks are executed back-to-back as capacity allows.

4.4.3 No Guaranteed Parallelism. Even on the Tech Team plan, the Company does not guarantee true parallel execution of multiple Tasks unless expressly stated in writing.

4.5 Task Submission, Onboarding & Deployment

4.5.1 Portal Submission Mandatory. All Tasks must be submitted via the Client Portal in accordance with Section 2.

4.5.2 SKUNKBOT™ Onboarding. A Task is not considered deployable until onboarding has been completed via SKUNKBOT™.

4.5.3 Deployment Trigger. Completion of SKUNKBOT™ onboarding constitutes formal approval for the Task to be deployed to a Skunk™ for Execution.

4.5.4 Specification Lock. The information supplied during SKUNKBOT™ onboarding forms part of the binding Task specification.

4.6 Execution and Queueing

4.6.1 Execution Commencement. Execution begins when a Task is accepted, onboarded, and assigned.

4.6.2 Queue Priority. Tasks are processed according to plan-based queue priority at the time of deployment.

4.6.3 Capacity Constraints. Execution is subject to operational capacity and fair usage.

4.7 Delivery Timeframes

4.7.1 Target Timeframes Only. Any delivery timeframes stated are estimates, not guarantees.

4.7.2 Dependency Delays. Delays caused by Client responsiveness, onboarding delays, or third-party dependencies reset delivery estimates.

4.7.3 No Task SLA. No service level agreement applies to task completion times.

4.8 Revisions, Acceptance & Refund Exclusion

4.8.1 Included Revision. Unless expressly stated, one reasonable revision is included per Task.

4.8.2 Deemed Acceptance. If no objection is raised within a reasonable time after delivery, the Task is deemed accepted.

4.8.3 No Refund Once Deployed. Once a Task has been onboarded via SKUNKBOT™ and deployed to a Skunk™, no refund is available, irrespective of subsequent cancellation or dissatisfaction, subject only to non-excludable statutory rights.

4.9 Dependencies and Third-Party Tools

4.9.1 Third-Party Reliance. Tasks may rely on third-party software, plugins, APIs, or services.

4.9.2 No Liability for Third Parties. The Company is not responsible for failures, changes, or limitations of third-party tools.

4.9.3 Licensing Responsibility. The Client is responsible for ensuring valid licences for any third-party software.

4.10 No Guarantees of Outcome

4.10.1 Explicit Exclusion. No guarantees are given regarding SEO rankings, revenue, conversions, compliance outcomes, or performance metrics.

4.10.2 Alignment with Section 3. This exclusion operates in addition to the hosting performance exclusions in Section 3.

4.11 Suspension and Termination of Tasks

4.11.1 Suspension Rights. Task execution may be suspended for non-payment, abuse, or security concerns.

4.11.2 Termination Without Refund. Tasks terminated after deployment are non-refundable, consistent with Section 1 and Section 7.

4.12 No Implied Continuity

4.12.1 Task-by-Task Basis. Each Task is independent. Completion of one Task creates no obligation to accept future Tasks.

4.12.2 Plan Expiry Effect. Upon plan expiry, all pending or queued Tasks may be cancelled without completion.

SECTION 6 — FEES, BILLING, PAYMENTS, CHARGEBACKS & NON-PAYMENT ENFORCEMENT

6.1 Relationship to Prior Sections

6.1.1 Commercial Alignment. This Section 6 operates in conjunction with Section 1 (No-Contract / Term-Based Model), Section 2 (Portal Authority), and Section 4 (Task Deployment and Refund Cut-Off).

6.1.2 Priority of Enforcement. Where any ambiguity exists regarding payment obligations, this Section 6 shall prevail.

6.2 Pricing and Fees

6.2.1 Displayed Pricing Controls. All prices displayed in the Client Portal at the time of purchase or renewal are controlling.

6.2.2 VAT. Fees are exclusive of VAT unless expressly stated otherwise. VAT is charged where applicable under UK law.

6.2.3 Price Changes. Prices may change between billing periods. Renewals occur at the price displayed at the time of renewal.

6.3 Advance Billing Requirement

6.3.1 Pay-in-Advance Model. All subscriptions, hosting services, and Kits are billed in advance.

6.3.2 No Credit Terms. No credit, deferred payment, or invoicing-after-delivery terms are offered.

6.3.3 Condition Precedent. No service obligation arises until payment has cleared.

6.4 Billing Authority and Mandate

6.4.1 Authorisation. By entering payment details, the Client authorises the Company to charge the applicable fees automatically.

6.4.2 Stored Payment Methods. Payment methods may be securely stored by authorised payment processors.

6.4.3 Failed Payments. Failed payment attempts may result in immediate service restriction.

6.5 Invoices and Records

6.5.1 Portal Records Authoritative. Invoices and billing records available in the Client Portal are conclusive evidence of amounts due.

6.5.2 Correction Window. Any invoice dispute must be raised within seven (7) days of issue via the Portal.

6.5.3 Deemed Acceptance. Failure to dispute within this window constitutes acceptance.

6.6 Refund Policy (Cross-Reference)

6.6.1 No Refund Once Deployed. As stated in Section 4.8, no refund is available once a Task has been onboarded via SKUNKBOT™ and deployed.

6.6.2 Subscription Periods. Subscription fees are non-refundable once a billing period has commenced.

6.6.3 Statutory Rights Preserved. This policy does not limit non-excludable statutory consumer rights.

6.7 Chargebacks and Payment Disputes

6.7.1 Chargebacks as Breach. Initiating a chargeback or payment dispute without first engaging the Company via the Portal constitutes a material breach of this Agreement.

6.7.2 Immediate Consequences. Upon chargeback initiation, the Company may immediately: – suspend all services; – revoke access; – halt task execution; – terminate hosting.

6.7.3 Administrative Costs. The Client is liable for all fees, penalties, and administrative costs incurred due to chargebacks.

6.8 Non-Payment Enforcement

6.8.1 Immediate Suspension. Services may be suspended immediately upon non-payment.

6.8.2 No Obligation to Maintain Data. During suspension, the Company is not obligated to preserve data beyond minimum legal requirements.

6.8.3 Termination for Non-Payment. Continued non-payment may result in termination without refund.

6.9 No Set-Off or Withholding

6.9.1 Absolute Obligation. Fees must be paid in full without deduction, set-off, or counterclaim.

6.9.2 Disputes Do Not Suspend Payment. Service disputes do not justify withholding payment.

6.10 Debt Recovery

6.10.1 Recovery Costs. The Client is liable for all reasonable costs of debt recovery, including legal fees.

6.10.2 Interest. Overdue amounts may accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.

6.11 No Waiver

6.11.1 Strict Enforcement. Failure to enforce payment rights immediately does not constitute waiver.

SECTION 7 — ACCEPTABLE USE, ABUSE, MISUSE & ENFORCEMENT

7.1 Relationship to Prior Sections

7.1.1 Integrated Enforcement. This Section 7 operates alongside Sections 1 (Commercial Model), 2 (Portal Authority), 3 (Hosting SLA), 4 (Task Execution), and 6 (Billing & Enforcement).

7.1.2 Non-Exhaustive Controls. The prohibitions and controls in this Section are illustrative and do not limit the Company’s right to act where risk, harm, or misuse arises.

7.2 General Acceptable Use Obligation

7.2.1 Lawful Use Only. The Client must use all services, systems, and hosting resources in compliance with applicable UK law and regulation.

7.2.2 Responsible Use. The Client must not use the services in a manner that is negligent, reckless, abusive, deceptive, or harmful to others.

7.2.3 No Circumvention. The Client must not attempt to bypass technical, operational, or commercial controls, including queueing, limits, or safeguards.

7.3 Prohibited Activities (Non-Exhaustive)

The following activities are strictly prohibited:

7.3.1 Illegal Content or Activity. Any content or activity that is unlawful, fraudulent, or promotes criminal conduct.

7.3.2 Malware and Abuse. Distribution of malware, ransomware, spyware, phishing, spam, or similar malicious activity.

7.3.3 System Exploitation. Attempts to probe, scan, penetrate, overload, or disrupt systems, networks, or services.

7.3.4 Intellectual Property Infringement. Use of copyrighted, trademarked, or proprietary material without proper rights or authorisation.

7.3.5 Harassment and Abuse. Abusive, threatening, harassing, defamatory, or discriminatory conduct toward staff or third parties.

7.3.6 Credential Misuse. Sharing credentials, unauthorised access, or impersonation of others.

7.3.7 Resale or White-Labelling. Reselling, sublicensing, or presenting services as your own without express written permission.

7.3.8 Misrepresentation. False or misleading representations regarding the services or the Company.

7.4 Resource Abuse and Fair Use

7.4.1 Fair Usage Expectation. Services are subject to fair usage policies consistent with plan limits and operational capacity.

7.4.2 Excessive Consumption. Excessive use of resources, automation, or requests that materially degrade service quality may result in throttling or restriction.

7.4.3 No Guarantee of Unlimited Use. Descriptions such as “unlimited” are subject to reasonable technical and operational limits.

7.5 Security and Risk Management

7.5.1 Security Cooperation. The Client must cooperate with reasonable security requests, investigations, or remediation efforts.

7.5.2 Mandatory Action. The Company may require immediate corrective action to mitigate risk, including password changes, plugin removal, or suspension.

7.5.3 Isolation Measures. Services may be isolated or disabled to protect infrastructure or other clients.

7.6 Enforcement Actions

7.6.1 Immediate Enforcement. The Company may take immediate action without notice where necessary to prevent harm, abuse, or legal exposure.

7.6.2 Actions Available. Enforcement actions include: – suspension or termination of services; – restriction of access; – deletion or removal of content; – refusal to execute Tasks; – reporting to authorities where required by law.

7.6.3 No Liability for Enforcement. Enforcement actions taken in good faith do not constitute breach and do not give rise to compensation.

7.7 Effect on Fees and Refunds

7.7.1 No Refund on Enforcement. Enforcement actions under this Section do not entitle the Client to refunds, credits, or damages.

7.7.2 Outstanding Fees Remain Due. All outstanding amounts remain payable notwithstanding suspension or termination.

7.8 Staff Protection

7.8.1 Zero-Tolerance Abuse Policy. Abuse toward staff is grounds for immediate termination.

7.8.2 No Obligation to Continue Engagement. The Company is not required to continue working with abusive or hostile Clients.

7.9 No Waiver or Limitation

7.9.1 Cumulative Rights. Rights under this Section are cumulative and do not limit other rights.

7.9.2 No Waiver by Delay. Delay or failure to enforce does not constitute waiver.

SECTION 8 — INTELLECTUAL PROPERTY, OWNERSHIP, LICENCES & USE RESTRICTIONS

8.1 Relationship to Prior Sections

8.1.1 Consistent Construction. This Section 8 must be read in conjunction with Sections 1 (Commercial Model), 4 (Task Execution), 5 (Scope Exclusions), and 6 (Fees & Refunds). Nothing in this Section expands service scope or creates additional delivery obligations.

8.1.2 Priority of Protection. Where ambiguity exists regarding ownership or rights of use, this Section 8 shall be interpreted to maximise protection of the Company’s intellectual property and to limit implied rights.

8.2 Pre-Existing Intellectual Property

8.2.1 Company Background IP. All intellectual property owned, developed, or licensed by the Company prior to, or independently of, any Task or hosting arrangement (“Company IP”) remains the exclusive property of the Company.

8.2.2 Client Background IP. Intellectual property owned by the Client prior to engagement (“Client IP”) remains the Client’s property, subject to the licences granted under this Agreement.

8.2.3 No Transfer by Exposure. Disclosure, access, or use of background IP during service delivery does not transfer ownership.

8.3 Licences Granted by the Client

8.3.1 Operational Licence. The Client grants the Company a non-exclusive, royalty-free licence to use, modify, reproduce, and process Client IP strictly as necessary to provide the services during the active term.

8.3.2 Warranty of Rights. The Client warrants that it has all rights necessary to grant this licence and that use of Client IP will not infringe third-party rights.

8.3.3 Indemnity Alignment. Any breach of this warranty engages the Client indemnity in Section 10.

8.4 Foreground Intellectual Property (Deliverables)

8.4.1 Conditional Transfer. Subject to Section 8.4.2, ownership of Deliverables created specifically for the Client transfers only when: – full payment of all fees due has been received; and – the relevant Task has been completed and accepted or deemed accepted under Section 4.

8.4.2 Reservation of Rights. Until those conditions are met, all Deliverables remain the property of the Company.

8.4.3 Partial or Abandoned Work. No ownership transfer occurs for incomplete, abandoned, suspended, or terminated Tasks.

8.5 Licence Scope After Transfer

8.5.1 Permitted Use. Upon transfer, the Client receives a non-transferable, non-sublicensable licence to use Deliverables for its own internal business purposes only.

8.5.2 No Resale or White-Labelling. Deliverables may not be resold, sublicensed, white-labelled, or used to provide services to third parties.

8.5.3 No Competitive Use. Deliverables may not be used to develop or operate competing services.

8.6 Retained Rights and Reuse

8.6.1 General Know-How. The Company retains all general skills, knowledge, techniques, methodologies, and experience acquired during service delivery.

8.6.2 Reusable Components. Nothing restricts the Company from reusing non-client-specific components, patterns, or ideas.

8.6.3 No Exclusive Rights. No exclusivity is granted unless expressly agreed in writing.

8.7 Third-Party Materials

8.7.1 Third-Party Ownership. Third-party software, plugins, themes, fonts, images, or libraries remain the property of their respective owners.

8.7.2 Licence Compliance. The Client is solely responsible for complying with third-party licence terms.

8.7.3 No Warranty. The Company provides no warranty or indemnity for third-party materials.

8.8 Moral Rights and Attribution

8.8.1 Moral Rights Waiver. To the extent permitted by law, the Company waives moral rights in Deliverables.

8.8.2 Attribution. The Company may reference the Client and non-confidential Deliverables for portfolio and promotional purposes unless expressly prohibited in writing.

8.9 Infringement Claims

8.9.1 Notification Obligation. The Client must promptly notify the Company of any alleged infringement.

8.9.2 Control of Defence. The Company reserves the right to control defence and settlement of claims relating to Company IP.

8.9.3 Modification or Replacement. The Company may modify or replace Deliverables to avoid infringement without liability.

8.10 No Implied Rights

8.10.1 Express Grant Only. No rights are granted by implication, estoppel, or course of dealing.

8.10.2 Reservation of Rights. All rights not expressly granted are reserved.

SECTION 9 — DATA PROTECTION, PRIVACY & UK GDPR

9.1 Relationship to Prior Sections

9.1.1 Integrated Compliance. This Section 9 operates alongside Sections 1–8 and does not expand service scope, create guarantees, or override payment, suspension, or termination rights.

9.1.2 Priority of Law. Where mandatory data protection law applies, it prevails only to the extent required by law and no further.

9.2 Roles and Definitions

9.2.1 Controller and Processor Roles. Depending on context, the Company may act as: – Data Controller for account, billing, portal, and relationship management data; and/or – Data Processor where processing personal data strictly on the Client’s documented instructions as part of service delivery.

9.2.2 Client Responsibility as Controller. Where the Client determines the purposes and means of processing (including website content, user tracking, marketing, cookies, and compliance settings), the Client acts as Data Controller and bears primary responsibility.

9.2.3 Applicable Law. This Agreement is governed by the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

9.3 Categories of Personal Data

9.3.1 Account and Relationship Data. Names, contact details, billing information, login credentials, communications, and support history.

9.3.2 Service Data. Task briefs, website configuration data, credentials supplied for execution, logs, and technical metadata.

9.3.3 End-User Data. Personal data of the Client’s own customers or users processed through hosted websites or applications.

9.4 Lawful Bases for Processing

9.4.1 Contractual Necessity. Processing necessary to perform this Agreement.

9.4.2 Legal Obligation. Processing required to comply with applicable law.

9.4.3 Legitimate Interests. Processing necessary for security, fraud prevention, service integrity, and business operations, balanced against data subject rights.

9.5 Client Instructions and Limitations

9.5.1 Documented Instructions Only. As processor, the Company acts only on documented instructions provided via the Client Portal or as required by law.

9.5.2 No Compliance Certification. The Company does not certify or guarantee the Client’s compliance with GDPR, PECR, or other privacy laws.

9.5.3 Client Configuration Responsibility. The Client is responsible for implementing appropriate privacy notices, consent mechanisms, cookie controls, and lawful processing practices on their websites.

9.6 Security Measures

9.6.1 Reasonable Measures. The Company implements appropriate technical and organisational measures designed to protect personal data against unauthorised access, loss, or disclosure.

9.6.2 No Absolute Security. The Company does not guarantee absolute security and disclaims liability for sophisticated attacks beyond reasonable control.

9.6.3 Client Security Duties. The Client must maintain secure credentials, access controls, and secure configurations.

9.7 Sub-Processing

9.7.1 Authorised Sub-Processors. The Company may engage sub-processors to provide parts of the services, subject to appropriate contractual safeguards.

9.7.2 No Individual Approval Required. The Client provides general authorisation for sub-processing by accepting this Agreement.

9.7.3 Liability Limitation. The Company’s liability for sub-processors is limited in accordance with Section 10.

9.8 International Transfers

9.8.1 UK-Centric Processing. Services are designed for UK-based clients. Some data may be processed outside the UK where lawful safeguards are in place.

9.8.2 Safeguards. Transfers are protected by appropriate safeguards such as adequacy decisions or standard contractual clauses.

9.9 Data Retention

9.9.1 Retention by Category. Personal data is retained only as long as necessary for the purposes collected, including: – account and billing data: active period + statutory retention; – task and service data: active period + operational retention; – credentials: deleted once no longer required.

9.9.2 Client Export Obligation. The Client is responsible for exporting any required data prior to termination.

9.10 Data Subject Rights

9.10.1 Request Handling. Data subject requests must be submitted via the Portal or privacy contact address.

9.10.2 Processor Assistance. Where acting as processor, the Company will reasonably assist the Client, subject to cost recovery.

9.10.3 Identity Verification. The Company may require verification before responding to requests.

9.11 Personal Data Breaches

9.11.1 Notification. Where required by law, the Company will notify the Client of a personal data breach without undue delay.

9.11.2 No Admission of Fault. Notification does not constitute an admission of liability.

9.12 Limitation of Liability for Data Protection

9.12.1 Cross-Reference. Liability relating to data protection is subject to Section 10.

9.12.2 Client Indemnity. The Client indemnifies the Company against claims arising from the Client’s instructions, configurations, or compliance failures.

9.13 Privacy Contact

All privacy-related enquiries must be directed to: privacy@skunkwork.co.uk

SECTION 10 — LIMITATION OF LIABILITY, INDEMNITIES & RISK ALLOCATION

10.1 Relationship to Prior Sections

10.1.1 Global Application. This Section 10 applies to and governs all claims, liabilities, losses, and causes of action arising out of or in connection with this Agreement, including but not limited to SKUNKHOST™ hosting services (Section 3), SKUNKWORK™ services and Tasks (Section 4), scope exclusions (Section 5), billing and enforcement (Section 6), acceptable use (Section 7), intellectual property (Section 8), and data protection (Section 9).

10.1.2 Prevailing Effect. To the maximum extent permitted by law, this Section 10 prevails over any other provision of this Agreement in relation to liability, damages, remedies, and risk allocation.

10.2 Non-Excludable Liabilities

10.2.1 Statutory Preservation. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under English law, including liability for: – death or personal injury caused by negligence; – fraud or fraudulent misrepresentation; – any other liability that cannot be excluded by law.

10.2.2 Strict Construction. All other liabilities are expressly limited or excluded to the fullest extent permitted by law.

10.3 Excluded Categories of Loss

10.3.1 No Indirect or Consequential Loss. To the fullest extent permitted by law, the Company shall not be liable for any indirect, consequential, special, incidental, or punitive loss or damage.

10.3.2 Economic and Business Loss. Without limitation, excluded losses include: – loss of profits, revenue, or anticipated savings; – loss of business, contracts, or opportunities; – loss of goodwill or reputation; – loss, corruption, or inaccuracy of data; – business interruption or downtime losses; – costs of substitute services.

10.3.3 Awareness Irrelevant. These exclusions apply whether or not the Company was advised of the possibility of such losses.

10.4 Liability Cap

10.4.1 Aggregate Cap. Subject to Section 10.2, the total aggregate liability of the Company arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise) shall not exceed the total fees actually paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

10.4.2 Single Cap. The cap in Section 10.4.1 is a single aggregate cap and applies to all claims collectively, not per claim.

10.4.3 No Extension by Insurance. The existence of insurance does not increase the liability cap.

10.5 Hosting-Specific Risk Allocation

10.5.1 Service Nature Acknowledgement. The Client acknowledges that hosting services inherently involve risk, including downtime, performance variability, and security threats.

10.5.2 SLA Exclusivity. Remedies for hosting availability issues are strictly limited to those set out in Section 3 (SLA). No other damages or remedies are available.

10.5.3 Client Configuration Risk. The Company bears no liability for issues arising from Client-installed software, configurations, credentials, or content.

10.6 Services and Task-Specific Risk Allocation

10.6.1 Execution, Not Outcome. Liability, if any, relates solely to execution of Tasks in accordance with the agreed specification, not to business outcomes or results.

10.6.2 Specification Reliance. The Company is entitled to rely on the accuracy and completeness of Client-provided specifications, onboarding inputs, and approvals.

10.6.3 No Professional Duty of Care. No professional, fiduciary, or advisory duty of care is assumed beyond the express terms of this Agreement.

10.7 Third-Party Services and Dependencies

10.7.1 External Dependencies. The Company shall not be liable for failures, outages, changes, or acts or omissions of third-party services, platforms, vendors, or software.

10.7.2 No Pass-Through Liability. The Company does not accept liability for third-party terms, licences, or performance.

10.8 Client Indemnities

10.8.1 General Indemnity. The Client shall indemnify and hold harmless the Company from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: – the Client’s breach of this Agreement; – misuse of the services; – violation of applicable law; – infringement of third-party intellectual property rights by Client content; – instructions, configurations, or approvals provided by the Client.

10.8.2 Data Protection Indemnity. Without limitation, the Client indemnifies the Company for any claims arising from the Client’s failure to comply with data protection or privacy laws in relation to Client-controlled processing.

10.8.3 Chargeback and Payment Dispute Indemnity. The Client indemnifies the Company for all losses, fees, and penalties arising from chargebacks or payment disputes initiated by the Client.

10.9 Mitigation and Cooperation

10.9.1 Mitigation Duty. Each party shall take reasonable steps to mitigate its losses.

10.9.2 Client Cooperation. The Client must provide reasonable cooperation in investigating and resolving any claim.

10.10 Time Limitation on Claims

10.10.1 Claim Period. No claim may be brought against the Company unless commenced within twelve (12) months of the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

10.11 Basis of the Bargain

10.11.1 Risk Allocation Acknowledgement. The Client acknowledges that the exclusions and limitations in this Section 10 reflect a fair allocation of risk and form a fundamental basis of the commercial bargain.

10.11.2 Price Reflection. The fees charged reflect these risk allocations and limitations.

SECTION 11 — TERMINATION, EFFECTS OF TERMINATION & POST-TERMINATION HANDLING

11.1 Relationship to Prior Sections

11.1.1 Cross-Application. This Section 11 must be read together with Section 1 (No-Contract / Term-Based Model), Section 2 (Portal Authority), Section 6 (Billing & Enforcement), Section 7 (Acceptable Use), and Section 10 (Limitation of Liability).

11.1.2 No Override of Payment Obligations. Termination or expiry does not relieve the Client of any obligation to pay fees accrued or payable prior to termination.

11.2 Termination by the Client

11.2.1 Client-Controlled Cancellation. The Client may terminate services at any time via the Client Portal in accordance with Section 1.

11.2.2 Effect of Client Termination. Termination prevents renewal but does not interrupt the current paid billing period.

11.2.3 No Refund on Termination. Fees paid for the current billing period are non-refundable, subject only to non-excludable statutory rights.

11.3 Termination by the Company

11.3.1 Termination for Cause. The Company may terminate this Agreement immediately and without notice where: – the Client breaches this Agreement; – non-payment or chargeback occurs; – acceptable use is violated; – security or legal risk arises; – continuation would expose the Company to harm or liability.

11.3.2 Termination Without Cause. The Company may terminate services at the end of a billing period by preventing renewal via the Portal.

11.3.3 No Obligation to Continue Service. The Company is under no obligation to continue providing services beyond the paid term.

11.4 Suspension Distinguished from Termination

11.4.1 Suspension Rights Preserved. Suspension is a temporary restriction and does not waive the right to terminate later.

11.4.2 No Compensation for Suspension. Suspension does not entitle the Client to refunds or credits.

11.5 Effects of Termination or Expiry

11.5.1 Cessation of Access. Upon termination or expiry: – access to the Portal may be restricted or removed; – hosting services may be suspended or terminated; – task execution ceases; – support access may end.

11.5.2 Queued and In-Progress Tasks. Any queued, paused, or in-progress Tasks may be cancelled without completion or refund, consistent with Sections 4 and 6.

11.5.3 No Obligation to Archive. The Company is not obligated to archive, store, or preserve Client data beyond retention obligations.

11.6 Data Handling After Termination

11.6.1 Client Export Responsibility. The Client must export any required data, content, or materials prior to termination or expiry.

11.6.2 Deletion. Data may be deleted in accordance with Section 9 once no longer required.

11.6.3 No Restoration Guarantee. The Company does not guarantee restoration of data after termination.

11.7 Intellectual Property After Termination

11.7.1 Conditional Rights Persist. Intellectual property rights transfer only if conditions in Section 8 have been satisfied prior to termination.

11.7.2 Licence Termination. Any licence granted to the Client terminates upon termination except for rights expressly stated to survive.

11.8 Survival of Clauses

11.8.1 Surviving Provisions. The following provisions survive termination or expiry: – Sections 5 (Scope Exclusions); – Section 7 (Acceptable Use); – Section 8 (Intellectual Property); – Section 9 (Data Protection); – Section 10 (Limitation of Liability); – this Section 11; – Section 12 (Governing Law and Jurisdiction).

11.9 No Liability for Termination

11.9.1 No Damages. Termination or expiry in accordance with this Agreement does not give rise to damages or compensation.

SECTION 12 — GOVERNING LAW, JURISDICTION & FINAL PROVISIONS

12.1 Governing Law

12.1.1 English Law Applies. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

12.2 Jurisdiction

12.2.1 Exclusive Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

12.2.2 No Forum Shopping. The Client irrevocably waives any objection to proceedings being brought in those courts on the grounds of inconvenient forum or otherwise.

12.3 Assignment and Subcontracting

12.3.1 Company Assignment Rights. The Company may assign, transfer, novate, subcontract, or otherwise dispose of any or all of its rights and obligations under this Agreement without the Client’s consent.

12.3.2 Client Restrictions. The Client may not assign, transfer, sublicense, or otherwise deal with its rights or obligations without the Company’s prior written consent.

12.4 Third Party Rights

12.4.1 No Third-Party Rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.5 Severability

12.5.1 Severance. If any provision of this Agreement is found by a court to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable.

12.5.2 Remaining Provisions. The remainder of the Agreement shall remain in full force and effect.

12.6 Entire Agreement

12.6.1 Complete Understanding. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings.

12.6.2 No Reliance. The Client confirms it has not relied on any statement, promise, or representation not expressly set out in this Agreement.

12.7 Variations

12.7.1 Controlled Amendments. The Company may amend this Agreement by updating it in the Client Portal or on its website.

12.7.2 Acceptance by Use. Continued use of the services after amendment constitutes acceptance of the updated terms.

12.8 Waiver

12.8.1 No Implied Waiver. A failure or delay in exercising any right does not constitute a waiver of that right.

12.8.2 Single Waiver Only. Any waiver must be in writing and applies only to the specific instance waived.

12.9 Force Majeure

12.9.1 Events Beyond Control. Neither party shall be liable for failure or delay caused by events beyond reasonable control, including acts of God, power failures, network outages, war, terrorism, government action, or labour disputes.

12.9.2 Continuation of Obligations. Payment obligations are not excused by force majeure events.

12.10 Counterparts and Electronic Acceptance

12.10.1 Electronic Formation. This Agreement may be entered into electronically and does not require physical signatures.

12.11 Headings

12.11.1 Headings for Convenience Only. Headings do not affect interpretation.

END OF AGREEMENT