TERMS & CONDITIONS

Last Updated: [Insert Date]

These Terms & Conditions govern the provision of services by Hawthorne Digital ("Hawthorne Digital", "we", "us" or "our") to our clients ("Client", "you" or "your").

By accepting a quotation, placing an order, purchasing a service, accessing the Bracket platform or otherwise instructing Hawthorne Digital to provide services, you agree to be bound by these Terms & Conditions.

1. Definitions

In these Terms & Conditions, the following words and expressions shall have the following meanings:

• "Hawthorne Digital" – Hawthorne Digital, a business providing website design, website support, hosting, domains, email hosting, graphic design and related digital services.

• "Client" – The individual, business, organisation or other entity that purchases or instructs Hawthorne Digital to provide Services.

• "Parties" – Hawthorne Digital and the Client together.

• "Services" – Any services provided by Hawthorne Digital to the Client, including but not limited to website design, website development, website support, website maintenance, hosting, domain services, email hosting, graphic design and related services.

• "Project" – A specific piece of work agreed between Hawthorne Digital and the Client.

• "Quotation" / "Quote" – A written quotation, proposal, email, order, form or other written confirmation setting out the Services to be provided and the agreed price.

• "Website" – A website designed, developed, maintained or hosted by Hawthorne Digital on behalf of the Client.

• "Content" – Any text, images, photographs, videos, logos, documents, information, data or other materials supplied by the Client or used within a Project.

• "Bracket" – Hawthorne Digital's customer portal and management system through which Clients may access certain Services, raise requests, track work, receive updates, manage relevant services and access other functionality made available by Hawthorne Digital.

• "Request" – A request submitted by a Client through Bracket for an amendment, support task, maintenance task, technical assistance or other Service.

• "Third-Party Services" – Services, software, plugins, applications, hosting platforms, payment providers, domain registrars, email providers, APIs or other services provided by third parties.

• "Business Day" – Monday to Friday excluding public holidays in England.

2. General

2.1 These Terms & Conditions apply to all Services provided by Hawthorne Digital unless expressly agreed otherwise in writing.

2.2 Any quotation or proposal provided by Hawthorne Digital will set out the specific Services, Project requirements, pricing and any additional terms applicable to that Project.

2.3 Where there is a conflict between these Terms & Conditions and a written quotation, the specific terms of the quotation shall take precedence for that Project.

2.4 Hawthorne Digital reserves the right to update these Terms & Conditions from time to time. Any changes will not retrospectively alter an existing agreement unless otherwise required by law or expressly agreed by both Parties.

3. Quotations and Acceptance

3.1 Quotations are based on the requirements and specifications known to Hawthorne Digital at the time the quotation is prepared.

3.2 A quotation may be accepted by written confirmation, email, completion of an order or quotation form, payment of a deposit, or by otherwise instructing Hawthorne Digital to commence the Services.

3.3 Unless otherwise stated, quotations are valid for the period specified within the quotation.

3.4 Any work requested outside the agreed scope of a Project may be charged separately.

3.5 Hawthorne Digital will not undertake additional chargeable work without the Client's prior approval where the additional work will increase the agreed Project cost.

4. Payment

4.1 Unless otherwise agreed in writing, Hawthorne Digital may require a deposit or initial payment before work begins.

4.2 The amount of any deposit will be specified within the relevant quotation.

4.3 Hawthorne Digital reserves the right not to commence work until any required deposit or initial payment has been received.

4.4 The remaining balance will become payable in accordance with the payment terms stated on the quotation or invoice.

4.5 Unless otherwise agreed, all invoices must be paid by the due date stated on the invoice.

4.6 All prices are subject to VAT where applicable.

4.7 Hawthorne Digital reserves the right to suspend Services where payment is overdue.

5. Cancellation of Projects

5.1 The Client may request cancellation of a Project before completion.

5.2 Where a Project is cancelled after work has commenced, Hawthorne Digital may charge for work completed and reasonable costs or expenses incurred up to the date of cancellation.

5.3 Deposits may be non-refundable where they have been used to cover work, resources, third-party costs or other expenses already incurred.

5.4 Cancellation does not remove the Client's obligation to pay any outstanding amounts relating to work already completed or expenses properly incurred.

6. Website Design and Development

6.1 Hawthorne Digital will provide the Website in accordance with the agreed Project specification.

6.2 Hawthorne Digital will make reasonable efforts to ensure that the Website operates substantially as agreed at the point of completion.

6.3 Unless specifically included within the quotation, the following are not automatically included within website design:

• ongoing SEO services;

• ongoing content creation;

• ongoing marketing;

• third-party subscription costs;

• premium plugins or software licences;

• professional photography;

• copywriting;

• ongoing website maintenance;

• ongoing hosting;

• domain registration or renewal;

• email hosting.

6.4 Where such Services are required, they may be quoted separately.

7. Client Content and Materials

7.1 The Client is responsible for supplying all Content required for completion of the Project unless content creation has been specifically included within the quotation.

7.2 Content may include, but is not limited to:

• written copy;

• photographs;

• logos;

• branding;

• videos;

• documents;

• product information;

• contact information; and

• other materials required for the Project.

7.3 The Client confirms that they have the necessary rights, permissions and licences to provide and use such Content.

7.4 The Client shall be responsible for ensuring that Content supplied to Hawthorne Digital does not infringe the intellectual property, privacy or other rights of any third party.

7.5 Hawthorne Digital shall not be responsible for delays caused by the Client's failure to provide required Content, information, approvals or feedback.

7.6 Where the Client fails to provide required materials for an extended period, Hawthorne Digital may reasonably extend the Project deadline and may charge for work already completed.

8. Project Completion and Approval

8.1 Once Hawthorne Digital considers the Project substantially complete, the Client will be notified and given an opportunity to review the completed work.

8.2 The Client should notify Hawthorne Digital of any reasonable issues or amendments relating to the agreed specification within 7 days of being notified that the Project is ready for review.

8.3 Issues raised within this period will be reviewed and, where they relate to the agreed specification, Hawthorne Digital will make reasonable corrections.

8.4 Requests for new functionality, new pages, substantial design changes or changes outside the original specification may be treated as additional work and charged separately.

8.5 If no reasonable issues are raised within the 7-day review period, the Project may be deemed approved and complete.

8.6 Once a Project has been approved, additional changes may be chargeable.

9. Final Payment and Website Launch

9.1 Unless otherwise agreed in writing, all outstanding Project invoices must be paid before the Website is transferred to a Client-controlled hosting platform or made live on the Client's hosting environment.

9.2 Where Hawthorne Digital provides hosting, the Website may be made live once the relevant Project payment requirements have been satisfied.

9.3 Hawthorne Digital is not responsible for delays caused by missing Client Content, unavailable third-party services, hosting issues outside its control or delays in receiving required approvals.

9.4 Where the Client chooses to delay the launch of a completed Website, the Website may still be considered completed and the final payment may remain due.

10. Maintenance and Support

10.1 Website maintenance, amendments and support will only be included where expressly stated in the quotation or where the Client has an active support or maintenance service.

10.2 Where work is not included within an existing support or maintenance package, Hawthorne Digital may charge for the work at its current applicable rate.

10.3 Support Services may include website updates, technical assistance, content amendments, troubleshooting, security-related maintenance and other agreed tasks.

10.4 Hawthorne Digital does not guarantee that every technical issue can be resolved, particularly where the issue is caused by third-party software, hosting providers, plugins, integrations or services outside Hawthorne Digital's control.

10.5 SEO work is not included within standard website support unless specifically stated otherwise.

11. Correction of Errors

11.1 Hawthorne Digital will make reasonable efforts to correct technical or typographical errors caused directly by Hawthorne Digital where such errors are identified within a reasonable period following completion.

11.2 Hawthorne Digital may charge for correcting errors or issues that were not caused by Hawthorne Digital.

11.3 Chargeable corrections may include, but are not limited to:

• errors contained within Client-supplied Content;

• changes made by the Client or another third party;

• malicious modifications;

• issues caused by third-party software;

• plugin conflicts;

• hosting-related problems;

• changes to third-party services; and

• changes requested after Project approval.

12. Hosting, Domains and Email

12.1 Where Hawthorne Digital provides hosting, domain registration or email hosting, the relevant service will be subject to the terms and limitations of the applicable third-party provider where relevant.

12.2 Domain names remain subject to the rules and policies of the relevant domain registrar or registry.

12.3 Hawthorne Digital cannot guarantee that a particular domain name will remain available for registration or renewal.

12.4 The Client is responsible for providing accurate information required for domain registration and related services.

12.5 Hawthorne Digital may suspend hosting, domain-related services or email-related services where invoices remain unpaid.

12.6 Hawthorne Digital will make reasonable efforts to maintain the availability of hosted Services but does not guarantee uninterrupted or error-free availability.

13. Bracket Customer Portal

13.1 Bracket is a customer portal operated by Hawthorne Digital and may be provided to Clients as part of certain Services.

13.2 Bracket may allow Clients to:

• raise website support and amendment requests;

• track the progress of Requests;

• receive updates and notifications;

• manage aspects of their website;

• view relevant Project information;

• access available Service information; and

• use other functionality introduced by Hawthorne Digital from time to time.

13.3 Access to Bracket is provided at Hawthorne Digital's discretion and may depend upon the Client having an active Service or account with Hawthorne Digital.

13.4 The Client is responsible for keeping their Bracket login details secure and must not share their account credentials with unauthorised individuals.

13.5 The Client must notify Hawthorne Digital promptly if they believe that their Bracket account has been accessed without authorisation or their login credentials have been compromised.

13.6 The Client is responsible for all activity carried out through their Bracket account unless the Client has notified Hawthorne Digital of unauthorised access and Hawthorne Digital has had a reasonable opportunity to secure the account.

14. Bracket Requests

14.1 Where a Client has been instructed or enabled to use Bracket for support or amendment requests, Requests should be submitted through Bracket unless Hawthorne Digital has expressly agreed to an alternative method.

14.2 Submission of a Request does not guarantee that the work will be completed immediately.

14.3 Requests will be reviewed by Hawthorne Digital and may be prioritised according to urgency, complexity, available resources and the Client's applicable Service level.

14.4 Hawthorne Digital may request additional information, Content, access or clarification before work can begin.

14.5 Where a Request falls outside the Client's agreed Service, Hawthorne Digital may provide a separate quotation before carrying out the work.

14.6 Hawthorne Digital may reject or delay a Request where it is technically unsuitable, unlawful, unsafe, outside the agreed Services or requires information or access that has not been provided.

14.7 Bracket does not guarantee a specific completion time unless a specific timeframe or Service Level has been expressly agreed in writing.

15. Bracket Availability and Changes

15.1 Hawthorne Digital will make reasonable efforts to keep Bracket available and operational.

15.2 Hawthorne Digital does not guarantee that Bracket will always be available without interruption, particularly where interruptions arise from maintenance, technical failures, hosting providers, security incidents or circumstances outside Hawthorne Digital's reasonable control.

15.3 Hawthorne Digital may temporarily restrict access to Bracket where required for maintenance, security, upgrades or technical reasons.

15.4 Hawthorne Digital may modify, improve, remove or introduce features within Bracket from time to time.

15.5 Hawthorne Digital will endeavour to avoid material disruption to Clients when making changes to Bracket.

16. Acceptable Use of Bracket

16.1 The Client must use Bracket only for legitimate business purposes connected with their Services.

16.2 The Client must not:

• attempt to gain unauthorised access to Bracket or another user's account;

• interfere with the operation or security of Bracket;

• upload malicious software, viruses or harmful files;

• use Bracket to transmit unlawful, defamatory, threatening or abusive material;

• attempt to bypass security controls;

• reverse engineer or attempt to reproduce Bracket;

• copy, distribute or commercially exploit Bracket without written permission;

• use Bracket to conduct security testing without prior written permission; or

• use Bracket in any way that could damage Hawthorne Digital, its systems, other Clients or third-party services.

16.3 Hawthorne Digital reserves the right to suspend or terminate Bracket access where it reasonably believes these requirements have been breached.

17. Bracket Data and Information

17.1 Information submitted through Bracket may include Request details, website information, communications, files and other information necessary for Hawthorne Digital to provide the Services.

17.2 Hawthorne Digital will handle Client information in accordance with its Privacy Policy and applicable data protection legislation.

17.3 The Client must not submit sensitive or unnecessary personal information through Bracket unless it is reasonably required for the provision of the Services.

17.4 Where the Client uploads Content to Bracket, the Client remains responsible for ensuring that they have the necessary rights and permissions to provide that Content.

18. Intellectual Property

18.1 Unless otherwise agreed in writing, all intellectual property rights in materials created by Hawthorne Digital remain the property of Hawthorne Digital until full payment has been received.

18.2 Such materials may include design concepts, graphics, code, templates, systems, processes, documentation and other materials created by Hawthorne Digital.

18.3 Hawthorne Digital may use third-party software, frameworks, plugins, themes, fonts, stock assets or other licensed materials within a Project. Such materials may remain subject to the terms of their respective licences.

18.4 The Client must not copy, reproduce, distribute, resell or commercially exploit Hawthorne Digital's proprietary systems, code or materials without prior written permission.

18.5 Bracket, including its underlying software, design, functionality, code, systems and associated intellectual property, remains the property of Hawthorne Digital or its relevant licensors.

18.6 Access to Bracket does not transfer ownership of Bracket or any underlying software or intellectual property to the Client.

19. Client Intellectual Property

19.1 The Client retains ownership of intellectual property that they provide to Hawthorne Digital, including their existing branding, logos, photographs, written Content and other materials.

19.2 The Client grants Hawthorne Digital permission to use such materials for the purpose of providing the agreed Services.

19.3 The Client confirms that it has the necessary rights to grant this permission.

20. Website and Bracket Security

20.1 Hawthorne Digital will take reasonable steps to protect the security of the Services it provides.

20.2 No website, online system or internet-connected service can be guaranteed to be completely secure.

20.3 The Client must not intentionally introduce security vulnerabilities, malicious code or unauthorised modifications into a Website or Bracket.

20.4 Hawthorne Digital may temporarily suspend access to a Website, Bracket or related Service where it reasonably believes that doing so is necessary to protect the Client, Hawthorne Digital or another party from a security threat.

21. Third-Party Services

21.1 Websites and Services may rely on Third-Party Services.

21.2 Hawthorne Digital is not responsible for changes, failures, interruptions, price increases, compatibility issues or termination of Third-Party Services.

21.3 Third-Party Services may be subject to separate terms and conditions and licences.

21.4 Where a third-party service becomes unavailable or incompatible, Hawthorne Digital will, where reasonably possible, advise the Client and may provide an alternative solution at an additional cost where appropriate.

22. Backups

22.1 Where Hawthorne Digital provides backups as part of a Service, reasonable efforts will be made to maintain those backups.

22.2 Unless expressly stated otherwise, backups are provided as a precaution and do not constitute a guarantee that every item of data can be restored.

22.3 The Client remains responsible for retaining copies of important Content and information where appropriate.

23. Overdue Payments

23.1 If payment is not received by the due date, Hawthorne Digital may suspend ongoing work and Services until the outstanding balance has been paid.

23.2 Where an invoice remains unpaid, Hawthorne Digital may suspend or restrict access to relevant Services, including where applicable:

• website hosting;

• website support;

• Bracket;

• domain-related Services;

• email hosting; and

• other Services supplied by Hawthorne Digital.

23.3 Suspension of Services does not remove the Client's obligation to pay outstanding invoices.

23.4 Where permitted by law, Hawthorne Digital reserves the right to recover reasonable costs associated with recovering overdue payments.

24. Termination of Services

24.1 Either Party may terminate an ongoing Service in accordance with the cancellation terms applicable to that Service.

24.2 Hawthorne Digital may terminate or suspend Services immediately where the Client:

• seriously breaches these Terms & Conditions;

• repeatedly fails to make payment;

• uses the Services unlawfully;

• compromises the security of Hawthorne Digital's systems;

• abuses Hawthorne Digital staff or systems; or

• engages in conduct that creates a serious risk to Hawthorne Digital or another Client.

24.3 Upon termination, all outstanding invoices and charges incurred before termination remain payable.

24.4 Where appropriate and subject to payment of all outstanding amounts, Hawthorne Digital will provide reasonable assistance in transferring relevant Client materials or Services.

25. Limitation of Liability

25.1 Hawthorne Digital will provide the Services with reasonable care and skill.

25.2 Hawthorne Digital shall not be liable for losses caused by circumstances outside its reasonable control, including third-party service failures, hosting failures, domain registry issues, cyber attacks, internet outages, Client actions or failures, or other events beyond Hawthorne Digital's reasonable control.

25.3 Hawthorne Digital shall not be responsible for loss or damage caused by Content, instructions, information or materials supplied by the Client.

25.4 Nothing in these Terms & Conditions excludes or limits liability where doing so would be unlawful.

25.5 Subject to applicable law, Hawthorne Digital's liability shall be limited to the amount paid by the Client for the relevant Service during the applicable period, except where a different limitation is required or prohibited by law.

26. Force Majeure

26.1 Hawthorne Digital shall not be liable for failure or delay in performing its obligations where such failure or delay results from circumstances outside its reasonable control.

26.2 Such circumstances may include, but are not limited to, natural disasters, fire, flood, power failures, internet outages, cyber attacks, failures of suppliers or hosting providers, government action, industrial disputes and other unforeseen events.

27. Confidentiality

27.1 Each Party shall keep confidential information received from the other Party confidential and shall not disclose it to third parties except where necessary to provide the Services, required by law or otherwise authorised.

27.2 This obligation shall not apply to information that is publicly available, independently developed or lawfully obtained from another source.

28. Privacy and Data Protection

28.1 Hawthorne Digital will process personal information in accordance with applicable UK data protection legislation.

28.2 Further information regarding the collection and use of personal information is provided within Hawthorne Digital's Privacy Policy.

28.3 Where Hawthorne Digital processes personal data on behalf of the Client, the Parties will comply with applicable data protection requirements and any additional data processing arrangements that may be required.

29. Portfolio and Marketing

29.1 Unless the Client specifically requests otherwise in writing, Hawthorne Digital may display completed website projects and design work within its portfolio and marketing materials.

29.2 Hawthorne Digital will not knowingly disclose confidential Client information as part of such marketing.

29.3 If the Client requests that a Project not be displayed publicly, Hawthorne Digital will respect that request.

30. Changes to a Project

30.1 The Client may request changes to the agreed Project specification.

30.2 Where changes are substantial or require additional work, Hawthorne Digital may provide an additional quotation.

30.3 Hawthorne Digital will not knowingly undertake chargeable additional work without obtaining the Client's approval where the additional work increases the agreed cost.

30.4 Changes requested after approval or completion may be treated as additional work.

31. Ownership and Access Following Completion

31.1 Subject to full payment, the Client will receive the rights and access specifically agreed within the quotation.

31.2 Where a Website is built using third-party software, plugins, themes, hosting or other licensed technology, the Client's rights remain subject to the applicable third-party licence.

31.3 Access to Hawthorne Digital's proprietary systems, including Bracket and internal tools, does not transfer ownership of those systems to the Client.

32. Bracket Account Termination

32.1 Bracket access may be removed when the Client's relevant Hawthorne Digital Services have ended.

32.2 Hawthorne Digital may retain certain information for legitimate business, legal, accounting, security or compliance purposes following termination.

32.3 Where the Client requires information or files held within Bracket following termination, they should request this before the account is closed wherever reasonably possible.

32.4 Hawthorne Digital may charge a reasonable administrative or technical fee for extensive data extraction, migration or transfer work where such work falls outside the Client's agreed Services.

33. Complaints

33.1 If the Client is dissatisfied with a Service, they should raise the matter with Hawthorne Digital as soon as reasonably possible.

33.2 Complaints relating to a Project or Service should be submitted through the appropriate communication channel or through Bracket where applicable.

33.3 Hawthorne Digital will make reasonable efforts to investigate and resolve legitimate complaints.

34. General

34.1 If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

34.2 A failure by either Party to enforce any provision shall not constitute a waiver of that provision.

34.3 The Client may not transfer or assign its rights or obligations under these Terms & Conditions without Hawthorne Digital's prior written consent.

34.4 Hawthorne Digital may use appropriately selected subcontractors or third-party providers where necessary to provide the Services.

35. Governing Law

35.1 These Terms & Conditions and any agreement between Hawthorne Digital and the Client shall be governed by the laws of England and Wales.

35.2 The Parties agree that the courts of England and Wales shall have jurisdiction over disputes arising from or relating to these Terms & Conditions, subject to any applicable statutory rights.

36. Contact

For questions regarding these Terms & Conditions, Services, Projects or Bracket, the Client may contact Hawthorne Digital using the contact details published on the Hawthorne Digital website.

Hawthorne Digital
[Registered / Business Address]
[Company Registration Number, if applicable]
[Email Address]
[Website Address]

Acceptance

By accepting a quotation, placing an order, purchasing Services, instructing Hawthorne Digital to commence work or accessing Bracket, the Client confirms that they have read, understood and agreed to these Terms & Conditions.