Terms of Business

Intuitiv Digital Limited (Intuitiv Digital) is registered in England and Wales with Company Number 16782861 and VAT Registration Number GB505771003.

General

Intuitiv Digital agrees to deliver any requested work or services in a timely manner and conforming to the spirit of the Contract agreed. A Contract of work or services can be defined by any written communication between Intuitiv Digital and the Client, including but not restricted to a proposal document, scope or statement of work, an invoice, an email, electronic message, or any other format that lays out the extent of the work or services to be delivered, and any outline charges to be levied. The Client's confirmation that it wishes to proceed with the Contract can similarly be inferred by any written confirmation, including but not restricted to a purchase order, acceptance document, an email, electronic message, or any other format that provides commitment to proceed with the Contract, under the terms of business outlined herewith. Intuitiv Digital shall use reasonable endeavours to meet the costs and timelines / milestones specified in the Contract, but any such detail shall be considered estimates only. The Client's standard terms and conditions (if any) attached to, enclosed with, or referred to in, in its confirmation shall not govern the Contract.

Contract Validity

Contracts provided by Intuitiv Digital shall remain valid for a period of 30 days from the date the Contract is provided, unless otherwise explicitly stated. Past this period, any contents (particularly the charges involved) may change and will no longer be considered binding.

Third Parties

Where work is performed or services provided by any other parties, either designated by the Client, or recommended by Intuitiv Digital as part of the project delivery, Intuitiv Digital will not be held liable for any issues associated with their involvement. Unless expressly stated otherwise, a person who is not a party to the Contract will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

Ownership

The Client understands that all files, digital assets, web pages, graphics and programming work, except those provided by themselves, are the property of Intuitiv Digital until all fees are paid in full, at which time the Client retains ownership. In the case of any programming (development) work, which includes database schema or scripts, transactional programs, application programming interfaces (APIs), dynamic server-side scripting, or any other supporting technical services supporting the operation of the website or web application, the Client understands that they do not have any rights to duplicate, resell or give away any programs created by Intuitiv Digital. Programs created by Intuitiv Digital may not be used on other websites unless purchased by the Client outright.

Copyright

All work provided by Intuitiv Digital is copyrighted by Intuitiv Digital. The Client understands that they have rights only to web publication. Any other reproduction by means of printing and/or transferring to other media may be considered copyright infringement. Copyrights may be purchased outright by the Client or subject to limited use. The Client also understands that all works, expressly marked or not, are protected by copyright laws. Intuitiv Digital will take no responsibility for ensuring material supplied by the Client has been authorised for reproduction. The Client further warrants that they either own or have properly licensed / obtained copyright(s) or copyright permission to any digital assets they have supplied for use / publication / reproduction, and the Client agrees to assume full legal and financial responsibility for any copyright suit or action which may take place regarding materials they have supplied.

Proofreading

Intuitiv Digital’s responsibility for typographical, pricing, or other errors shall be strictly limited to correcting such errors if they are pointed out to us during timely proofreading and site testing. It is the Client’s responsibility to proofread all work and to ensure that it is satisfactory, correct as to size, content, suitable for intended use, and within proper copyright and other restrictions before the website is opened to the public.

Offensive or libellous material

The Client will not use the website, its content management system (CMS), nor any other service to publish any material that may be construed as defamatory, offensive or libellous to any other third party. Intuitiv Digital shall not be held liable for any material published through its services. Intuitiv Digital maintains full indemnity from any claims arising from any defamatory, obscene material, or any other breach of rights on the Client’s sites. The Client is fully responsible the content of their website, and any other data transmitted through Intuitiv Digital’s services, and Intuitiv Digital will not undertake to monitor or control Client data in respect to any content therein. Furthermore, the Client agrees to indemnify Intuitiv Digital in respect of any claims brought against Intuitiv Digital arising from the content of their website or use of any other services, whether it be for defamatory comments, infringements of rights, or any other offence.

Limitation of liability

The Client agrees that it shall defend, indemnify, save and hold Intuitiv Digital harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Intuitiv Digital, its agents, its customers, officers and employees, that may arise or result from any work or service provided or performed or agreed to be performed or any product sold by Intuitiv Digital, its agents, employees or assigns. Intuitiv Digital will not be held liable for any losses incurred due to the failure of any of its work or services. This includes, but is not restricted to loss of sales, revenue, profits, turnover or business, depletion of goodwill or similar losses, loss of goods, loss of contract, loss of use, damage to software, damage to or loss or corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Intuitiv Digital will not be held responsible for the fraudulent use, exposure, data loss, or any other misuse of any data or material held on our computers or systems. Intuitiv Digital’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with the performance or contemplated performance of the Contract or any collateral contract, whether in contract or tort (including without limitation negligence or breach of statutory duty howsoever arising) misrepresentation (whether innocent or negligent), restitution or otherwise, shall in no circumstances exceed the total charges payable by the Client to Intuitiv Digital for the Services under the Contract in that calendar year.

Hosting Service Level Agreements (SLA’s)

Intuitiv Digital typically offer 99.9% SLA’s for shared hosting Contracts, 99.95% SLA’s on dedicated hosting Contracts, and 99.99% SLA’s on load balanced hosting Contracts. This is explicitly limited to reimbursing the Client purely for any website hosting charges paid by the Client to Intuitiv Digital for failed hosting services only, strictly on a pro-rata basis for the duration of the failure. Intuitiv Digital shall re-imburse the Client 200% of the hosting fee paid for the period of any non-availability of the service. Written confirmation & evidence shall need to be presented confirming the period of non-availability for this to be quantified. No other claims will be entertained.

Portfolio

To maintain its portfolio credentials, and the integrity of any applicable copyrights, Intuitiv Digital maintains the right to place small, discreet wording “Designed by Intuitiv Digital” on the Client’s website which will link back to Intuitiv Digital’s website. Intuitiv Digital also maintains the right to reproduce the Client’s website in its portfolio and in any marketing materials.

Charges

Intuitiv Digital charges for work based on time incurred, and materials and services delivered; any changes to the Contract once work has commenced, may result in changes to the estimated charges previously specified. In particular cases, where a job requires work beyond our normal business hours or turnaround time, additional charges may be incurred over and above our standard costs. The Client also agrees that any services, which are halted after a job has begun, will be billed on the basis of what has been completed to date. Intuitiv Digital has a standard rate of £100 + VAT per hour for all work provided, whether this be Project Management, Design, Development, Infrastructure Support, or any other time allocated to the client. Intuitiv Digital offer a wide variety of Infrastructure and Hosting services to support the deployment of its websites and web applications. The charges attached to these services will vary depending on the specific hosting platform required, but will typically be based on the following underlying core services:

Value added tax (VAT)

Intuitiv Digital are a VAT registered company with number GB505771003. All charges quoted / levied are subject to VAT, and if not otherwise stated, quoted prices should be assumed to be exclusive of VAT (ex-VAT).

Payment Milestones

For existing Clients, with sound payment track record, most work is carried out on a payment on delivery of agreed milestone basis. However, Intuitiv Digital reserve the right to request an advance deposit of up to 50% of the estimated design / development fees before proceeding with any work. Once the Client makes the final payment, their website will be made available on the internet. Intuitiv Digital terms of engagement are strictly 30 days payment from date of invoice.

Overdue payment

Intuitiv Digital terms of engagement are strictly 30 days payment from date of invoice. Payment after 30 days can only be accepted by special arrangement with the Accounts Department. Should the Client fail to pay for any work / services supplied after 30 days of invoicing, Intuitiv Digital reserves the right to either terminate the supplied services, and to freeze any ongoing design / development work. Once an account becomes 60 days overdue, Intuitiv Digital standard policy is to suspend all Services supplied to that Client. Intuitiv Digital shall make best efforts to alert a Client to any such overdue payments and service shutdown, typically via email, but it remains the Client’s responsibility to ensure all accounts are fully paid up within Intuitiv Digital’s payment terms. In the addition to full payment of all overdue invoices, an additional £200.00 (+ VAT) fee will be levied to re-establish any terminated services. Re-establishment can only be authorised once cleared payment has registered within Intuitiv Digital’s bank account. For immediate re-establishment, payment will be required by Bank Transfer.

Renewal & Transfer of Hosting Contracts

Domain name, Website and Server hosting Contracts are charged out by Intuitiv Digital on a per annum basis. Should a Client wish to transfer hosting of either a domain name or website to an alternative Internet Service Provider (ISP) at any time, Intuitiv Digital are happy to do so subject to receiving 3 months advance notice, the account being fully paid up to the date of the transfer request, and a formal transfer request being lodged by an authorised Client contact. Please note that Intuitiv Digital automatically renew all domain names as they expire, so should a Client not wish to renew a domain name, or any other hosting Contact, and avoid a new annual hosting charge, then they must alert Intuitiv Digital to this fact before the expiry of the existing Contract. Should there be any requirement for Infrastructure or Technical support to effect the transfer, Intuitiv Digital reserve the right to charge for this work at our standard rates.

Insecure or end-of-life (EOL) software

Intuitiv Digital reserves the right to terminate the hosting services for any website or application found to contain software that is deemed insecure or has reached end-of-life (EOL) support. Software is considered insecure if it is found to have vulnerabilities that could compromise the security, integrity, or availability of the hosted website, its data, or any other applications within its hosting environment. Software is considered to have reached EOL if the original vendor or developer no longer provides support, security updates, or patches for the software. Upon identifying insecure or EOL software on a hosted website, Intuitiv Digital will notify the Client in writing, detailing the specific software and the associated risks. Where this is an Intuitiv Digital developed application, Intuitiv Digital will provide a quotation to upgrade or remedy the vulnerabilities discovered. The Client will have a period of 30 days from the date of notification to agree to replace or upgrade the insecure or EOL software to a secure and supported version to an agreed timescale. Intuitiv Digital reserves the right to immediately suspend, terminate or restrict hosting services without prior notice if the presence of insecure or EOL software poses an imminent threat to the security or stability of the hosting environment or other hosted websites. The Client agrees to indemnify and hold Intuitiv Digital harmless from any claims, damages, or losses arising from the use of insecure or EOL software on their hosted website.

Malicious Cyber Attacks or Data Breaches

Intuitiv Digital provides no warranties, express or implied, regarding the complete security of the Client's websites, applications or data against malicious cyber-attacks. Intuitiv Digital shall not be held responsible for any breaches, damages, losses or expenses arising directly or indirectly by virtue of any malicious activity, unauthorised intrusion, access or attack to any Website, App, Software, Systems, Data or Databases, irrespective of whether they are a Third Party or Intuitiv Digital developed and hosted systems. While Intuitiv Digital makes best efforts to provide robust cybersecurity defences of its networks and all systems and assets hosted within, the Client acknowledges and agrees that no security measures can provide absolute protection against all concerted forms of malicious cybersecurity attacks. Intuitiv Digital will make all reasonable efforts to assist the Client in investigating and responding to any attack, but cannot guarantee the resolution or mitigation of any cybersecurity incident.

Data Protection and Data Processing

All parties will comply with all applicable requirements of UK General Data Protection Regulation (GDPR) Legislation. This Clause is in addition to, and does not relieve, remove or replace, a party's obligations under the GDPR Legislation. The Client acknowledges that for the purposes of the Data Protection Legislation, they are the Data Controller and Intuitiv Digital are the Data Processor. The Client will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer and processing of any Personal Data for the duration and purposes of the Contract, and the lifetime of the Website.

Confidentiality

The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Intuitiv Digital or its agents, and any other confidential information concerning Intuitiv Digital's business or its products which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Client's obligations to Intuitiv Digital, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client. All materials, equipment and tools, drawings, specifications and data supplied by Intuitiv Digital to the Client shall at all times be and remain the exclusive property of Intuitiv Digital, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Intuitiv Digital, and shall not be disposed of or used other than in accordance with Intuitiv Digital's written instructions or authorisation. This agreement shall survive termination of the Contract, however arising.

Term and Termination

The Contract will continue in force unless and until terminated should

• any sums due to Intuitiv Digital remain unpaid for a period of sixty (60) days or more;
• where the Client fails to carry out any agreed prerequisite work or supply of materials by any specified deadlines to enable Intuitiv Digital deliver against the Contract Agreement(s), and the Client fails to provide Intuitiv Digital with at least fourteen (14) days’ notice of the delays;
• The Client becomes subject to an Insolvency Event;
• The Client, or any person acting on behalf of the Client, engages in abusive, threatening, discriminatory, or otherwise inappropriate behaviour towards its Personnel;
• The Client commits a material breach in respect of any obligations relating to the Contract

Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Client acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

Non-Solicitation

Neither party shall during the term of the Contract and for twenty-four (24) months following the termination or expiry of the Contract either directly or indirectly solicit or entice away from the other party’s employment any of the other party’s employees.

Force Majeure

Other than Your obligation to make payment, neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Governing Law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Variation

Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties.

Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Contract.

No Partnership or Agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Email disclaimer

All Intuitiv Digital emails contain proprietary information, some or all of which may be legally privileged. They are for the intended recipient only. If an addressing or transmission error has misdirected these emails, the sender should be notified immediately. If you are not the intended recipient you must not use, disclose, distribute, copy, print or rely on this email. The views expressed in any Intuitiv Digital email are those of the author and do not necessarily reflect the views of Intuitiv Digital.

Customer service

Intuitiv Digital commit to respond to all customer email enquiries within a maximum of 3 working days.

Complaints

Initial concerns should be reported to your usual account contact via email, who will respond within 3 working days. If you wish to escalate the issue after this initial response please contact the office by telephone and ask to speak to a company director.

Abuse

If you feel that Intuitiv Digital’s services have been used in an illegal, fraudulent or abusive manner please send as much detail as possible relating to the nature of the abusive activity and any source IP addresses or domains to: [email protected]

Last Updated

This document was last updated on 01 December 2025.