Terms and Conditions

Effective Date: 1 January 2026
Last Updated: 14 October 2026

Web Service Agreement 

Website Creation, Hosting and Maintenance Services — Terms and Conditions 

This Agreement is between Diversity Customer Management Ltd, a company registered in England and Wales under company number 16268515, whose registered office is at Diversity House, 72 Nottingham Road, Arnold, Nottingham, NG5 6LF (“Agency”), and the business customer that places an Order (“Client”). 

1. Definitions and Interpretation 

1.1 In this Agreement the following words have these meanings: 

1.2 Headings do not affect interpretation. “Including” and similar words mean “including without limitation”. “Writing” and “written” include email. 

2. The Agreement and the Services 

2.1 Formation. The Client places an Order by selecting a package on the Agency’s website and confirming acceptance of these Terms (for example, by ticking the acceptance box) before submitting the Order. This Agreement is formed when the Agency sends the Order Confirmation. The Agency may decline any Order before then. No terms put forward by the Client apply. The Fees are those displayed at the time of the Order and recorded in the Order Confirmation; later changes to the Price List do not affect them except under clause 4.8. If there is any conflict: Schedule 1 prevails in relation to the processing of personal data; otherwise the Order Confirmation prevails in relation to the package, Specification, Fees and any special terms agreed in writing; and otherwise these Terms prevail. 

2.2 Website Creation Service. The Agency shall create and deploy a template-based, mobile-responsive business website for the Client in accordance with the Specification. Unless the Order states otherwise, the Website Creation Service includes: 

• up to six standard website pages; 
• basic branding implementation using the Client’s logo, colours and supplied branding materials; 
• mobile-responsive design suitable for desktop, tablet and mobile devices; 
• a contact enquiry form; 
• initial website set-up and deployment; 
• basic on-page search engine optimisation, including page titles and meta descriptions; and 
• Google Analytics 4 and Google Search Console set-up where requested by the Client. 

The service is intended to provide a professional online presence and is not a bespoke software development service. 

2.3 Hosting and Maintenance Subscription. While the Subscription remains active, the Agency shall provide: 

• managed website hosting through a third-party hosting provider selected by the Agency; 
• routine CMS, theme and plugin updates; 
• basic uptime and performance monitoring; 
• website security maintenance and malware scanning on a reasonable endeavours basis; 
• automated website backups retained for up to 30 days; and 
• registration and renewal of one standard domain name. 

2.4 Exclusions. Unless included in the Order or separately agreed in writing, the Services do not include: content updates after go-live (see clause 2.5); email hosting; migration of content from an existing website; e-commerce, booking or payment functionality; copywriting beyond the Specification; ongoing SEO, paid advertising, social media or Google Business Profile management; accessibility audits or certification; advanced security hardening, penetration testing or compliance audits; or recovery from major cyber incidents or third-party failures beyond restoring the most recent available backup. 

2.5 Content updates. After go-live, the Client is responsible for updating the content of the Website (including text, images, prices, services, reviews and contact details) using the editing access provided under clause 9.1, and for keeping that content accurate and up to date. The Subscription does not include content updates by the Agency. If the Client asks the Agency to make content updates, the Agency may do so as additional work charged at the hourly rate in the Price List or as quoted in advance. 

2.6 Additional work. Any work outside the Specification or the Subscription requires a written quotation and the Client’s written approval of its price before work starts. The Agency may make reasonable technical changes to protect security, compatibility or legal compliance, provided they do not materially reduce the Website’s functionality. 

2.7 Subcontracting. The Agency may use subcontractors and third-party providers (including hosting providers, domain registrars, AI tool providers and freelance specialists) to provide the Services. The Agency remains responsible for the Services it subcontracts, subject to clauses 8 and 10. 

2.8 Non-exclusivity. The Agency may provide similar services to other businesses, including the Client’s competitors, and may use similar templates and layouts for them, provided it does not use or disclose the Client’s confidential information. 

3. Client Responsibilities, Content and AI 

3.1 The Client shall: 

• provide all information, content, images, logos, branding materials, approvals and instructions reasonably required by the Agency to provide the Services; 
• ensure that all Client Materials are accurate, complete, lawful and up to date; 
• ensure that all Client Materials comply with applicable laws and regulations, including intellectual property, advertising, consumer protection and data protection laws; 
• obtain all permissions, licences and consents required for the use of content, reviews, testimonials, photographs and other materials supplied to the Agency; 
• review and approve website content, designs and deliverables within the timescales in clause 6; 
• promptly notify the Agency if any published information becomes inaccurate, misleading or out of date; 
• comply with the terms and acceptable use policies of the third-party providers referred to in clause 8.4; 
• keep its login credentials secure and be responsible for the actions of anyone it authorises to access the Website; and 
• keep its own copies of enquiries and other data it receives through the Website. 

3.2 The Agency shall not be responsible for delays, increased costs, inaccuracies or failures arising from: 

(a) the Client’s failure to provide required information, content or approvals; 

(b) inaccurate, incomplete or misleading Client Materials; 

(c) delays caused by third parties engaged by the Client; or 

(d) changes requested after content or deliverables have been approved. 

3.3 AI-assisted content. The Agency may use artificial intelligence tools to help prepare website copy, layouts, metadata and related content. AI-assisted content is prepared from the Client Materials and publicly available information about the Client’s business (such as its Google Business Profile). The Agency does not warrant that AI-assisted content will be free from errors. The Client is responsible for reviewing all content before publication, particularly claims relating to qualifications, accreditations, memberships, guarantees, pricing, reviews, insurance or regulatory compliance. The Client’s approval of content under clause 6.4 confirms that the content is accurate and suitable for publication. 

3.4 Client warranties. The Client warrants that: (a) all information, statements, descriptions, claims, testimonials, reviews, ratings, awards, accreditations, certifications, memberships, qualifications, guarantees, warranties, pricing information and promotional statements supplied for publication are accurate, lawful, current and capable of substantiation; and (b) the Client Materials, and their use by the Agency in accordance with this Agreement, will not infringe the rights of any third party. 

3.5 Reviews and testimonials. The Client shall supply only genuine reviews and testimonials from real customers about the Client’s own services, together with their source, and shall disclose any review that was incentivised. The Client shall not supply fake reviews or ask the Agency to write, generate or alter the substance of reviews, or to present them in a misleading way. The Agency will not create or AI-generate reviews or testimonials, and may decline to publish, or remove, any review it cannot reasonably verify. 

3.6 Accreditations and registrations. Before any trade body membership, scheme, registration or accreditation (for example Gas Safe, NICEIC, TrustMark or a trade association) is referred to on the Website, the Client shall provide its registration number or other reasonable evidence and confirm that it is permitted to use any associated logo. The Agency may check public registers and may refuse to publish, or remove, any claim it cannot verify. The Client remains solely responsible for maintaining any licences, accreditations, certifications, memberships, regulatory approvals, insurance cover and professional qualifications referred to on the Website, and shall promptly notify the Agency of any suspension, lapse, withdrawal or material change. 

3.7 Evidence and refusal. The Agency may request evidence supporting any claim proposed for publication and may refuse to publish, suspend or remove content which it reasonably believes to be inaccurate, misleading, unlawful or likely to expose the Agency to liability. The Client remains solely responsible for ensuring that all website content complies with the laws, regulations, industry codes of practice and regulatory requirements relevant to its business sector. 

3.8 Licence to the Agency. The Client grants the Agency a non-exclusive, royalty-free licence to use, copy, adapt and publish the Client Materials as necessary to provide the Services and for the purposes of clause 5.4. 

3.9 The Agency may suspend or restrict editing access where misuse, repeated damage or security concerns arise. 

4. Fees and Payment 

4.1 The Client shall pay the Fees set out in the Order. Unless the Order states otherwise, the Website Creation Fee is payable in full before work starts, and the Subscription Fees start on the Go-Live Date and are payable monthly in advance by Direct Debit. Where the Order allows the Website Creation Fee to be paid in instalments, the instalments are payable as stated in the Order and any unpaid instalments become immediately payable if this Agreement ends for any reason other than the Agency’s material breach. 

4.2 All Fees are exclusive of VAT, which the Client shall pay in addition at the prevailing rate. 

4.3 Hosting, routine maintenance, website backups and one standard domain name are included within the Subscription Fees. Additional domains, premium domains and third-party services may incur additional charges. 

4.4 Direct Debit. The Client shall complete and maintain a Direct Debit mandate. The Agency will give advance notice of the amount and date of collections in accordance with the Direct Debit scheme rules. Cancelling a Direct Debit does not cancel this Agreement or the Client’s obligation to pay. The Agency may charge an administration fee of £25.00 per failed or recalled payment, which reflects its reasonable estimate of the bank and administrative costs incurred. 

4.5 Invoices for any other Fees are payable within 14 days of the invoice date. 

4.6 Late payment. The Agency may charge interest and fixed-sum compensation on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998, and may recover its reasonable costs of collecting overdue sums, including debt recovery charges and legal costs where recoverable by law. 

4.7 Suspension. The Agency may suspend any of the Services if overdue sums remain unpaid seven days after a written reminder. Subscription Fees continue to accrue during any suspension caused by the Client’s non-payment or breach. 

4.8 Price changes. The Subscription Fees are fixed for the Initial Term, except that the Agency may pass on, at cost and on 30 days’ written notice, increases in third-party charges for domain registration, hosting or licensed software that are beyond its reasonable control. After the Initial Term, the Agency may increase the Subscription Fees on 30 days’ written notice, and the Client may terminate the Subscription by written notice before the increase takes effect, without any Early Termination Charge. 

4.9 The Website Creation Fee is non-refundable once work has started, including where the project is suspended or closed under clause 6, except where the Agency is in material breach of this Agreement. 

4.10 The Client shall pay all sums without set-off or deduction. If the Client disputes any amount in good faith, it shall notify the Agency in writing within 14 days of the invoice or collection notice, giving reasons, and shall pay any undisputed amount on time. 

5. Ownership, Licences and Portability 

5.1 The Client retains ownership of the Client Materials. Once the Website Creation Fee (including any instalments) has been paid in full, the Client receives a perpetual, non-exclusive, royalty-free licence to use, modify and move the completed Website, including any Agency Materials incorporated in it, to another provider. 

5.2 The Agency retains ownership of the Agency Materials. These may be used as part of the Website but may not be extracted, resold or exploited separately from it. 

5.3 Third-party themes, plugins, fonts and imagery remain subject to their own licences. Premium licences held under the Agency’s account may not transfer, and the Client may need to buy its own licences or replacements on transfer. The Agency will disclose known material restrictions on request and before any export under clause 12. 

5.4 The Agency may showcase the Website in its portfolio and marketing materials unless the Client objects in writing. 

6. Revisions, Acceptance and Go-Live 

6.1 The Website Creation Fee includes three rounds of reasonable revisions within the Specification. A round is one consolidated set of feedback from the Client. New pages, functionality or substantial changes are quoted separately under clause 2.6. 

6.2 The Client shall provide requested information and consolidated feedback within seven Business Days. Client delays extend delivery dates. After 30 days’ inactivity by the Client, the Agency may suspend the project and may charge a reasonable restart fee reflecting the additional administration and project management work required; the amount will be notified to the Client before work recommences. 

6.3 The Agency will notify the Client in writing when the Website is ready for review. The notice will state the review deadline and the consequence of not responding. The Client then has seven Business Days to identify any material departure from the Specification. If the Client does not do so, the Website is deemed accepted as meeting the Specification. 

6.4 Before go-live, the Agency will obtain the Client’s express written approval (email is sufficient) of the Website content and authority to publish. 

6.5 If the Client fails to provide information, instructions, approvals or feedback for a continuous period of more than 90 days, the Agency may treat the project as abandoned and close the file, and shall be entitled to retain the Website Creation Fee. Any later request to restart work may be subject to a new quotation at the Agency’s prevailing prices. 

7. Data Protection 

7.1 Both parties will comply with UK data protection law. Where the Agency processes personal data on behalf of the Client, the Client is the controller and the Agency is the processor, and Schedule 1 (Data Processing Schedule) applies. 

7.2 The Agency will implement only those technical privacy and consent configurations expressly included within the Services purchased by the Client. 

7.3 Each party is independently responsible as controller for its own business processing, such as invoicing and business contact details. The Agency’s privacy notice, available at [website URL], explains how it uses the Client’s contact information. 

8. Hosting, Domains and Third-Party Services 

8.1 Hosting is included while the Subscription is active and is provided through a third-party host selected by the Agency. Material increases in resource needs may require additional agreed charges. 

8.2 The Agency will use reasonable care but cannot guarantee uninterrupted service or prevent all cyber incidents. The Agency will maintain automated website backups retained for up to 30 days. If website data is lost or corrupted, the Agency’s sole obligation is to use reasonable endeavours to restore it from the most recent available backup. Restoration requiring substantial recovery work may incur additional charges. 

8.3 Domain names. Where the Agency registers a domain name for the Client, it will register it in the Client’s name as registrant where the registry permits, with the Agency as administrative or technical contact. Premium domains, additional domains and domain transfer charges may incur additional fees. Where the Client has an existing domain name, the Agency will provide reasonable assistance to connect or transfer it, and any registrar charges are payable by the Client. 

8.4 Third-party terms. Hosting, domain registration, Google services and other third-party platforms are subject to the relevant provider’s terms and policies, which may change. The Agency is not responsible for outages, price changes, policy changes or other actions of third-party providers beyond its reasonable control, subject to clause 4.8. 

8.5 Hosting may be suspended for non-payment, unlawful content or a material security risk, with notice where practicable. 

8.6 Content removal rights. The Agency may suspend, disable or remove content, functionality or access where it reasonably believes that such content: 

(a) infringes intellectual property rights; 

(b) is defamatory, fraudulent, misleading or unlawful; 

(c) breaches applicable regulations or industry rules; 

(d) creates a material security risk; or 

(e) exposes the Agency to potential liability or reputational harm. 

Where reasonably practicable, the Agency shall notify the Client before taking such action. 

9. Website Access, SEO, Analytics and Accessibility 

9.1 The Agency will provide website editing access after launch, sufficient for the Client to update text and images on its pages. The Client is responsible for changes made by it or its representatives, and any resulting remedial work may be charged separately. 

9.2 Basic SEO set-up, and GA4 and Search Console set-up where selected, are limited to the Specification. Analytics and Search Console accounts shall be owned by the Client, with the Agency retaining access as required during this Agreement. On termination the Agency shall remove its access on request. 

9.3 Search engines and third-party platforms. No guarantee is given regarding rankings, visibility, website traffic, enquiries or commercial performance. The Agency shall not be liable for: 

(a) search engine ranking changes; 

(b) de-indexing of websites or web pages; 

(c) suspension or restriction of Google Business Profiles, Google Analytics, Google Search Console or similar services; 

(d) changes to search engine algorithms; 

(e) reductions in traffic, enquiries or leads; or 

(f) actions taken by third-party technology providers beyond the Agency’s reasonable control. 

9.4 Accessibility. The Agency uses templates designed with reasonable regard to accessibility good practice, but does not warrant that the Website meets the Web Content Accessibility Guidelines (WCAG) or any other accessibility standard unless the Order says so. 

10. Standard of Service, Liability and Indemnity 

10.1 The Agency will perform the Services with reasonable skill and care. Hosting and maintenance are provided on a reasonable endeavours basis, without a guaranteed service level, response time or uninterrupted availability, and no service credits apply. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. 

10.2 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. 

10.3 Liability cap. Subject to clause 10.2, the Agency’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to: (a) for the Website Creation Service, the Website Creation Fee paid or payable; and (b) for the Subscription and any other Services, the Subscription Fees paid or payable in the 12 months before the event giving rise to the claim (or, if that event occurs in the first 12 months, the Subscription Fees payable for the first 12 months). The same loss cannot be recovered more than once. 

10.4 Excluded losses. Subject to clause 10.2, the Agency shall not be liable for: 

(a) any indirect or consequential loss; 

(b) any loss of profit, revenue, business, contracts, enquiries, leads, customers, goodwill, reputation, anticipated savings or opportunity, whether direct or indirect, arising from the performance, availability or visibility of the Website; 

(c) loss or corruption of data, except for the obligation to restore from backup in clause 8.2; or 

(d) any loss to the extent caused by Client Materials, content approved by the Client (including AI-assisted content), changes made by the Client or its representatives, or third parties beyond the Agency’s reasonable control. 

10.5 The Client shall not be liable to the Agency for any indirect or consequential loss. However, nothing in this clause 10 limits the Client’s obligation to pay the Fees, any Early Termination Charge, interest and recovery costs, or the Client’s liability under clause 10.6. 

10.6 Indemnity. The Client shall indemnify and keep indemnified the Agency against all reasonable losses, liabilities, damages, claims, costs and expenses (including reasonable legal costs) arising from: 

(a) Client Materials; 

(b) any claim that Client Materials, or content published at the Client’s request, infringe the intellectual property rights of a third party; 

(c) misuse of reviews, testimonials, photographs or media; 

(d) inaccurate, misleading or unlawful claims published at the Client’s request or approved by the Client; 

(e) regulatory complaints or enforcement action relating to the Client’s products, services or content; or 

(f) privacy, data protection or consumer protection breaches arising from Client Materials or the Client’s instructions, 

except to the extent that the claim arises directly from the Agency’s negligence, breach of this Agreement or unlawful act. 

10.7 The Agency shall notify the Client promptly of any claim under clause 10.6 and shall not admit liability or settle the claim without the Client’s consent, which shall not be unreasonably withheld or delayed. The Client shall provide reasonable co-operation in relation to the claim. 

11. Term and Termination 

11.1 This Agreement starts when it is formed under clause 2.1 and continues until terminated in accordance with its terms. 

11.2 The Subscription Fees and the Initial Term of twelve months start on the Go-Live Date, and no Subscription Fees are payable before then. After the Initial Term, the Subscription continues month to month until either party gives at least 30 days’ written notice, which may be given to expire at or after the end of the Initial Term. 

11.3 Early termination by the Client. The Client may end the Subscription before the end of the Initial Term by giving 30 days’ written notice and paying an Early Termination Charge equal to: (a) the Subscription Fees that would have been payable from the date termination takes effect until the end of the Initial Term; plus (b) any unpaid instalments of the Website Creation Fee. The Early Termination Charge is the price of the Client’s right to end the Initial Term early. It reflects the set-up investment and pricing the Agency offers in reliance on the Initial Term, and is payable within 14 days of invoice. 

11.4 Termination for breach. Either party may terminate this Agreement by written notice if the other commits a material breach that is not remedied within 14 days after written notice, or immediately for a material breach that cannot be remedied. Non-payment of any undisputed sum that remains unpaid 14 days after a written reminder is a material breach. 

11.5 Insolvency. Either party may terminate this Agreement immediately by written notice if the other becomes insolvent, enters administration, liquidation or any arrangement with its creditors, is made bankrupt, or ceases to carry on business. 

11.6 Content and conduct. The Agency may terminate this Agreement by written notice if the Client repeatedly breaches clause 3, or its content or conduct exposes the Agency to legal or regulatory liability, and the Client fails to remedy the position within 14 days after written notice. 

11.7 If the Agency terminates this Agreement under clause 11.4, 11.5 or 11.6 during the Initial Term, the Client shall pay a sum equal to the Early Termination Charge, which the parties agree is a proportionate measure of the Agency’s legitimate interest in the performance of the Initial Term. 

11.8 Suspension is not termination. Termination does not affect accrued rights or Fees. Clauses 4, 5, 7, 10, 11, 12, 13 and 15 and Schedule 1, and any other provision intended to survive, continue after termination. 

12. Exit and Website Handover 

12.1 When the Subscription ends, hosting and maintenance cease, but the Client’s paid-up Website licence under clause 5.1 continues. On request, the Agency will provide a standard portable export of the Website files, applicable database and Client-owned content without an additional export fee, normally within ten Business Days of a complete request. 

12.2 The Agency need not transfer Agency Materials in standalone form, shared credentials or non-transferable licences. Additional migration, configuration or testing is chargeable only by prior agreement. 

12.3 Unless otherwise agreed or required by law, hosting data may be deleted 30 days after termination in accordance with Schedule 1; hosting need not continue during that period. 

12.4 Where the Agency has registered a domain name on behalf of the Client and all related fees have been paid, the Client is the owner of that domain name and the Agency will provide reasonable assistance to transfer it to the Client or its nominated provider. 

12.5 The Agency may withhold the Website export until undisputed overdue sums are paid. The Agency will not withhold the Client’s personal data, or the transfer of a domain name, solely to compel payment of genuinely disputed charges. 

13. Complaints, Disputes and Confidentiality 

13.1 Complaints should be emailed to web.services@diversity.agency. The Agency aims to acknowledge them within five Business Days and respond substantively within 14 Business Days. The parties will first seek to resolve disputes in good faith. 

13.2 Nothing in clause 13.1 prevents either party from seeking urgent injunctive or other interim relief from the courts. 

13.3 Each party must protect the other’s non-public confidential information and use it only for the purposes of this Agreement. Disclosure is permitted to advisers and suppliers bound by confidentiality, or as required by law. Information that is public or independently obtained is excluded. These duties survive termination for three years, or longer where the law or trade-secret protection requires. 

14. Force Majeure 

14.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, other than obligations to pay sums already due. The affected party must notify the other and take reasonable steps to mitigate. Either party may terminate the affected Services after 60 consecutive days of material interruption, without any Early Termination Charge. 

15. Law and General Terms 

15.1 This Agreement and any dispute or claim arising out of it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. 

15.2 This Agreement (these Terms, the Order and Schedule 1) is the entire agreement between the parties and supersedes all previous discussions. Each party confirms that it has not relied on any statement not set out in this Agreement. Nothing in this clause limits liability for fraud. 

15.3 Changes to this Agreement must be agreed in writing, except: (a) fee changes under clause 4.8; and (b) updates to these Terms that the Agency notifies at least 30 days in advance, which apply from the date stated in the notice. If an update under (b) is materially adverse to the Client, the Client may terminate the Subscription by written notice before it takes effect, without any Early Termination Charge. 

15.4 Notices may be sent by email to the most recent email address notified by either party and are deemed received on the next Business Day unless a delivery failure notification is received. 

15.5 If any provision is found invalid or unenforceable, the rest of this Agreement is unaffected. A failure or delay in enforcing any right is not a waiver of it. 

15.6 The Agency may assign this Agreement on a sale or reorganisation of its business, provided this does not materially prejudice the Client’s rights. The Client may not assign or transfer this Agreement without the Agency’s prior written consent. 

15.7 No third party has any right to enforce this Agreement. 

15.8 The Client confirms that it is entering into this Agreement wholly or mainly for purposes relating to its trade, business, craft or profession and not as a consumer, and that the person placing the Order is authorised to bind the Client. 

15.9 The Agency will provide a copy of these Terms in a form the Client can store and reproduce. Where the Client orders online, the order process will explain the steps to place the Order and allow input errors to be corrected before submission, and the Agency will send the Order Confirmation by email without undue delay. The Agency will keep a record of the Order and the version of these Terms accepted. 

Schedule 1 — Data Processing Schedule 

1. Scope and roles. This Schedule applies where the Agency processes personal data on the Client’s behalf in providing website creation, hosting, maintenance, form handling and related services. The Client is controller and the Agency is processor for that processing. Each party remains independently responsible for any processing for which it is a separate controller. 

2. Processing particulars. Subject matter: operation and maintenance of the Client’s website and associated contact forms. Duration: the active service period and any lawful post-termination retention. Nature and purpose: hosting, storage, transmission, access, security, maintenance, troubleshooting, backup and export. Data subjects: website visitors, enquirers and Client personnel. Personal data: names, contact details, enquiry content, IP addresses, usage and technical data, and any other data the Client configures the website to collect. The Client shall not configure the website to collect special category or criminal offence data without the Agency’s prior written agreement and suitable safeguards. 

3. Instructions. The Agency shall process personal data only on documented instructions from the Client, including this Agreement, unless required by applicable law; in that case it shall inform the Client before processing unless legally prohibited. The Agency shall promptly inform the Client if, in its opinion, an instruction infringes applicable data protection law. 

4. Confidentiality. The Agency shall ensure that persons authorised to process the personal data are bound by confidentiality obligations. 

5. Security. The Agency shall implement appropriate technical and organisational measures having regard to the risks, including access control, secure credentials, updates, appropriate encryption where supported, logging and monitoring where applicable, and the backup arrangements set out in this Agreement. 

6. Subprocessors. The Client gives general written authorisation for the Agency to engage subprocessors, including hosting, email delivery and AI tool providers. A current list is available on request. The Agency will notify the Client of any intended addition or replacement of a subprocessor at least 14 days in advance, by email or by publication on its website with email notification. The Client may object on reasonable data protection grounds within that period, in which case the parties will discuss the objection in good faith; if it cannot be resolved, the Client may terminate the affected Services without any Early Termination Charge. The Agency shall impose on each subprocessor data protection obligations that are no less protective than those in this Schedule, and remains liable to the Client for the performance of its subprocessors’ obligations. 

7. International transfers. Personal data shall not be transferred outside the UK except in compliance with applicable transfer restrictions, using an adequacy regulation or appropriate safeguards such as the UK International Data Transfer Agreement or UK Addendum where required. 

8. Assistance. Taking account of the nature of processing and the information available, the Agency shall reasonably assist the Client with data subject requests, security obligations, personal data breach notifications, data protection impact assessments and prior consultations, where applicable. Assistance beyond the ordinary scope of the Services may be charged by prior agreement, except where necessitated by the Agency’s breach. 

9. Breach notification. The Agency shall notify the Client without undue delay after becoming aware of a personal data breach affecting Client personal data and provide the information reasonably available to help the Client meet its obligations. 

10. Return and deletion. At the Client’s choice following termination, the Agency shall return or delete personal data processed on its behalf, except where retention is required by law. Routine backup copies shall be deleted or overwritten in accordance with documented retention cycles and protected pending deletion. Clause 12 governs website export and the default 30-day hosting data deletion window, subject to this paragraph. 

11. Audit and information. The Agency shall make available the information reasonably necessary to demonstrate compliance with Article 28 of the UK GDPR, and shall allow for and contribute to audits or inspections by the Client or an authorised auditor on at least 30 days’ notice, no more than once in any 12-month period (unless following a personal data breach or regulator request), at the Client’s cost, and subject to confidentiality, security and avoidance of disruption to other customers. 

12. Controller responsibilities. The Client determines purposes and lawful bases, provides privacy notices, configures collection appropriately, and obtains any required consent for non-essential cookies and tracking. The Agency shall implement only the technical consent configuration expressly included in the Services. 

13. AI tools. Personal data shall not be used to train general-purpose AI models without the Client’s express authorisation and a lawful basis. Any AI provider processing Client personal data shall be treated as an authorised subprocessor under paragraph 6. 

14. Liability and priority. Each party’s liability under this Schedule is subject to clause 10. For the processing of personal data on the Client’s behalf, this Schedule otherwise prevails over conflicting terms in the main Agreement.