If you are unhappy with any aspect of our service, please contact us. Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.

The Buyer’s attention is particularly drawn to Clause 9.

1. Definitions
   Seller means Adapt Digital Ltd (company number 09456194 registered in England and Wales) whose office is at Ferneberga House, Alexandra Road, Farnborough, Hampshire, GU14 6DQ.
   Buyer the person who buys or agrees to buy the Services from the Seller.
   Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
   Price the price for the Goods, excluding VAT.
   Force Majeure Event has the meaning set out in clause 11.
   Intellectual Property Rights patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   Order the Buyer’s order for the supply of Services, as set out in the Buyer’s purchase order form or the Buyer’s written acceptance of the Seller’s quotation.
   Services the services supplied by the Seller to the Buyer as set out in the Quote.
   Working Day means any day other than a Saturday or Sunday on which commercial banks are open for business in London.
   Business Hours means 09:00 to 17:30 on any Working Day.
   Out of Hours means those hours outside of Business Hours as defined above.
   Hosting Services means provision of shared, virtual or dedicated servers for use by the buyer to host their website on.
   Server Maintenance means the provision of services including but not limited to monitoring and maintenance of a server such as patching.
   Data Protection Legislation (i) The Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor and supplemental legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019 and the E-Privacy Directive (and its proposed replacement), once it becomes law.
   Data Controller/Data Processor As set out in the Data Protection Legislation in force at the time.
2. Conditions
   1. These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
   2. All orders for Services shall be deemed to be an offer by the Buyer to purchase Services from the Seller pursuant to these Conditions.
   3. Commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
   4. These Conditions may not be varied except by the written agreement of a director of the Seller.
   5. These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price
   1. The Price shall be the price quoted on the Quote.
4. Payment and Interest
   1. Payment will become due and payable upon receipt of the invoice (when the DD payment will be taken).
   2. Payment is to be made via direct debit using our prefered collection service GoCardless. Details will be sent to you to set up the Direct Debit.
   3. Interest on overdue invoices shall accrue from the date when payment becomes due calculated in line with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue after as well as before any judgement.
5. Warranties
   1. The Seller warrants that the Services shall:
      1. conform with their description;
      2. be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
      3. be fit for any purpose held out by the Seller; and
      4. be carried out in accordance with the Supply of Goods and Services Act 1982.
   2. The Seller warrants that any Services performed shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
6. Supply of Services
   1. The Seller shall provide the Services to the Buyer.
   2. The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
   3. The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
   4. Service requests and change requests from the Buyer must be submitted at least 5 Working Days in advance of the requested time of work.
   5. All Services are supplied within Business Hours unless other agreements are in place. If work is carried outside of Business Hours at the Buyers request additional charges may be payable.
7. Buyer’s obligations
   1. The Buyer shall:
      1. Ensure that the terms of the Quote are complete and accurate as per their requirements;
      2. Co-operate with the Seller in all matters relating to the Services;
      3. Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
   2. If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
      1. the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
      2. the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
      3. The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
8. Intellectual Property Rights
   1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
   2. The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
   3. The Seller may in its sole discretion develop, use, market and license any products or services that are similar or related to those developed or performed for the Buyer, provided that the Seller does not use any of the Buyers confidential information for that purpose. The Seller shall not be required to disclose to the Buyer information concerning any developments that the Seller considers confidential.
9. Limitation of Liability
   1. Nothing in these Conditions shall limit or exclude the Seller’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      5. defective products under the Consumer Protection Act 1987.
   2. Subject to clause 9.1:
      1. The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500.
   3. After the Warranty Period, the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
   4. This clause 14 shall survive termination of the Contract.
10. Termination
    1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 15 days after receipt of notice in writing to do so;
       2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
       3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
       5. The other party (being an individual) is the subject of a bankruptcy petition or order;
       6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
       7. An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
       8. The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
       9. A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
       10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1.2 to clause 15.1.9 (inclusive);
       11. The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
       12. the other party’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
       13. The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    2. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, the Seller may suspend the supply of Services under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
    4. On termination of the Contract for any reason:
       1. the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
       2. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
       3. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11. Force Majeure
    1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
    2. The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    3. If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 2 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
12. General
    1. Notices.
       1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next Working Day delivery service, or by commercial courier or email.
       2. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
    2. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    3. 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, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    4. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    5. This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
    6. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
    7. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
    9. Data Protection. You consent to the computer storage and processing of your personal data by us and to the transmission of this data across the company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control.
13. General Data Protection Regulation (GDPR)
    1. As a Data Controller the Buyer is required to issue any Processors (such as the Seller) with a Data Processing Agreement. If there is no Data Processing Agreement then the following statement/terms apply:
    2. We (the Processor/Seller) will only backup your (website/server) data that we have access to if we are hosting your data on one of our servers OR the Seller explicitly defines that this is being done as part of a Service. Otherwise you (the Buyer/Controller) are responsible for backing up your own data.
    3. This agreement shall be governed by exclusively in accordance with the national law of the Member state in which the Seller is established.
    4. The Data Processor will only act on the written instructions of the Data Controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
    5. The Data Processor will ensure that people processing the data are subject to a duty of confidence.
    6. The Data Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
    7. The Data Processor will assist the Data Controller in providing subject access and allowing data subjects to exercise their rights under the GDPR.
    8. The Data Processor will assist the Data Controller in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments
    9. The Data Processor will delete or return all personal data to the Data Controller if requested at the end of the contract. The Data Processor may retain Data Controller Personal Data to the extent required by Data Protection Legislation and only to the extent and for such period as required by Data Protection Legislation and always provided that the Processor and any sub-processor shall ensure the confidentiality of all such Controller Personal Data and shall ensure that such Controller
    10. Personal Data is only processed as necessary for the purpose(s) specified in the Data Protection Legislation requiring its storage and for no other purpose.
    11. The Data Processor will submit to audits and inspections, provide the controller with whatever information it needs to ensure that they are both meeting their Article 28 obligations, and tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
    12. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.