Terms & conditions

These Terms and Conditions set out how South Digital Ltd works with clients.

By working with us, signing a proposal, or using our services, you agree to these Terms.

South Digital Ltd is a web design and development studio.

Legal entity

South Digital Ltd

Company number

11859310

Registered in

United Kingdom

Registered office

Unit 8 The Courtyard, Gaulby Lane, Stoughton, Leicester, LE2 2FL

Email

hello@south.digital

We provide web design, development, SEO, maintenance, copywriting, and AI / automation services for businesses.

3.1 These Terms apply to all work we do for you unless we agree something different in writing.

3.2 In addition to these Terms, each project or engagement may have:

• A proposal, scope of work, or statement of work (SOW)
• A quote or pricing document
• A timeline or project plan

Together, these documents make up the Agreement between you and South Digital.

3.3 If there is a conflict between documents:

• The signed proposal or SOW
• Any special terms we have agreed in writing
• These Terms and Conditions will apply, in that order.

“Client”, “you” or “your” means the company, organization, or individual that:

• Signs a proposal or SOW, and/or
• Engages South Digital to provide services, and/or
• Uses our services as part of a paid engagement

If you are accepting these Terms on behalf of a company, you confirm that you are allowed to do so.

We provide services such as:

• Website and product design
• Website development
• SEO audits, fixes, and support
• Website maintenance and small improvements
• Copywriting and content support
• AI and automation workflows around websites and tools

The exact services for your project will be set out in your proposal or SOW.

We work remotely and may use trusted contractors, partners, or freelancers under our direction. We remain responsible for the delivery of the agreed services.

6.1 Proposals and quotes

Our proposals set out:

• The goals and deliverables
• The scope of work
• The approach and expected timeline
• The fees and payment terms

Unless otherwise stated, proposals and quotes are usually valid for 30 days from the date issued.

6.2 Scope

We work best with a clear, agreed scope. Anything not listed in the proposal or SOW is considered out of scope.

6.3 Changes to scope

If you ask for changes, extra features, or additional work:

• We will tell you if it affects budget or timeline
• We may send a revised quote or mini scope for approval
• We will not do major out of scope work without your written or emailed approval

6.4 Discovery phase

For some projects we may recommend a separate discovery, audit, or strategy phase. In those cases:

• Discovery is its own piece of work with its own fee
• The output is usually a clearer scope, plan, or site map
• You can then decide whether to continue with a build or further implementation

To help us deliver good work, you agree to:

• Provide accurate information Share information about your business, users, services, content, and constraints that we reasonably need.
• Give timely feedback Review work within the agreed time frames and provide clear, consolidated feedback.
• Provide content where needed Supply content, assets, brand guidelines, and approvals that are your responsibility.
• Design and content approvals Confirm when you are happy with drafts, designs, or copy so we can move to the next stage.
• Comply with laws and regulations Make sure your use of the website or materials complies with applicable laws and industry rules (including any regulated sectors such as finance).

If delays on your side impact the timeline, we may need to revise the schedule or fees.

8.1 Project timelines

We will always aim to meet agreed timelines and milestones. Timelines are based on:

• Agreed scope and assumptions
• Timely feedback and approvals from you
• No major unexpected changes

8.2 Delays

If something outside our control affects timing (for example, illness, platform outages, or delays in client feedback):

• We will let you know as soon as we reasonably can
• We will propose a revised timeline

We are not liable for delays caused by factors outside our reasonable control, including delays from you or third party platforms.

8.3 Launch and go live

If we are responsible for launching a site or changes:

• We will agree a launch window
• We will take reasonable steps to test before and after launch
• You are responsible for final sign off and for any content you publish

9.1 How we charge

We may charge:

• Fixed project fees for clearly scoped work
• Day or hourly rates for flexible support and small tasks
• Monthly fees for ongoing support or retainers, where agreed

The exact fees and structure will be set out in your proposal or SOW.

9.2 Deposits and stage payments

For many projects we use deposits and stage payments, for example:

• A deposit (such as 30–50 percent) to reserve our time and start work
• One or more milestone payments during the project
• A final payment on completion or go live

These details will be set out in your proposal.

9.3 Invoicing and payment terms

Unless otherwise stated:

• Invoices are due within 14 days of the invoice date
• Payments are made by bank transfer or another agreed method
• All fees are quoted exclusive of VAT or sales tax, which will be added where applicable

9.4 Late payment

If an invoice is not paid on time:

• We may pause work until payment is received
• We may charge interest on overdue amounts at the statutory rate allowed in England and Wales or as otherwise agreed in your proposal

You are responsible for any bank charges or fees related to international transfers.

10.1 Expenses

If a project requires reasonable out of pocket expenses, such as travel or specific stock assets, we will:

• Agree them with you in advance where possible
• Either invoice them at cost or ask you to pay the provider directly

10.2 Third party tools and subscriptions

Many websites rely on tools from other companies, such as:

• Hosting and domain providers
• Email services
• CRMs and marketing tools
• Automation platforms (for example, Zapier, Make, or similar)

Unless we clearly say otherwise in writing:

• These third party fees are your responsibility
• We are not responsible for changes those providers make to their services, pricing, or availability

We will take reasonable care in making recommendations but cannot guarantee the performance or long term availability of third party services.

11.1 Our existing IP

Any tools, methods, frameworks, or reusable code that we already had before starting a project remain our intellectual property.

Where we use our own components, code, or systems in your project, you receive a license to use them as part of the delivered work, but you do not own the underlying IP.

11.2 Third party materials

If we use third party materials (for example, fonts, stock images, libraries, or templates), they remain the property of their respective owners and are subject to their license terms. We will aim to use appropriately licensed assets.

11.3 What you own after payment

Once fees for a project have been paid in full:

• You own the final designs, page layouts, copy, and front end code that we specifically create for you as part of the project, unless we have agreed something different in writing.
• You receive a broad license to use and modify that work for your own business purposes, including within your website and related marketing.

11.4 Portfolio use

You agree that we may:

• Show your project in our portfolio, website, and social media
• Refer to your company name and logo as a client
• Describe, in general terms, the work we did and the outcomes

If there are parts of the work that are sensitive or under NDA, please let us know and we will respect reasonable limits.

12.1 Confidentiality

Both parties agree to keep each other’s confidential information private and to:

• Use it only for the purposes of the project
• Not share it with third parties unless necessary for the work and covered by appropriate safeguards
• Take reasonable care to protect it

This does not apply to information that is already public, already known to the receiving party, or disclosed by law.

12.2 Data protection

We will handle personal data in line with our Privacy Policy and applicable data protection laws.

Where we process personal data on your behalf (for example, in managing your website, forms, or simple automations), we will usually be acting as a data processor and you will be the data controller.

If needed, we may agree a separate Data Processing Agreement (DPA) that sets out roles and responsibilities in more detail.

You are responsible for:

• Providing clear privacy information on your own website
• Ensuring you have a lawful basis for any personal data you ask us to process
• Managing your own marketing and compliance obligations

When we help you with AI and automation:

• We will aim to design simple, safe flows with clear limits
• You remain responsible for how you use those tools and any decisions you make based on them
• AI outputs can sometimes be inaccurate or incomplete, so you should review them before relying on them

We cannot guarantee that AI powered tools will always be available, accurate, or free from changes imposed by the underlying providers.

14.1 What we promise

We will:

• Provide our services with reasonable skill and care
• Aim to deliver work that matches the agreed scope and is fit for its intended purpose, based on the information you provide
• Take reasonable care when working with your systems and data

14.2 What we cannot guarantee

We do not guarantee:

• Specific rankings, traffic, or revenue from SEO or other work
• That a website will be error free or available 100 percent of the time
• The performance or availability of third party tools, platforms, or hosting
• That our work will generate a particular number of leads, sales, or conversions

14.3 Limitation of liability

To the fullest extent permitted by law:

• We are not liable for any indirect, incidental, or consequential losses, including lost profits, lost revenue, lost data, or business interruption.
• Our total liability for all claims arising out of or in connection with an Agreement will be limited to the total fees paid by you to us for the specific project or service that gave rise to the claim.

Nothing in these Terms limits or excludes liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot legally be limited or excluded

15.1 Your right to cancel

You may cancel a project or engagement by giving us written notice (email is fine). If you cancel:

• You will be charged for all work completed up to the date of cancellation
• Any agreed non refundable deposits will not be returned
• We will share any completed deliverables that have been paid for

For ongoing monthly support, the notice period will be set out in your agreement or SOW (for example, 30 days’ notice).

15.2 Our right to suspend or terminate

We may suspend or end an Agreement if:

• Invoices remain unpaid for a reasonable period
• You repeatedly fail to provide required information or approvals
• You use our work in an unlawful, abusive, or unethical way
• Continuing the work would create a conflict of interest or significant risk

We will normally give you notice and a chance to fix the issue where reasonable.

15.3 Effect of termination

On termination:

• Any fees owed for work done up to that point become due
• The licenses and ownership described in section 11 apply to work that has been paid for
• Ongoing obligations such as confidentiality, liability limits, and IP provisions will continue

To protect our team and contractor relationships, you agree that you will not, without our prior written consent, directly hire or solicit any South Digital employee or key contractor who has worked on your project:

• During the project, and
• For a period of 12 months after the project ends

This does not stop you from hiring someone who has applied to you independently without solicitation.

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.

Both parties agree that the courts of England and Wales will have exclusive jurisdiction over any disputes arising from or relating to these Terms, except where another jurisdiction is required by mandatory law.

We may update these Terms from time to time.

If changes are significant, we may highlight them on our website or by email

If you continue to work with us after changes take effect, you are considered to have accepted the updated Terms.

For existing signed projects, the version of the Terms in place at the time of signing will usually apply, unless we agree otherwise.

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

Email: hello@south.digital