Last Updated: January 2025

Introduction and Acceptance of Terms

These Terms and Conditions (the “Terms”) govern all services provided by Michael Burl, a sole trader trading as Improve Media (“Improve Media”, “we”, “us”, or “our”), to the client (“you” or “the Client”). By commissioning work from Improve Media, accepting a quotation or making a deposit payment, you acknowledge and agree to be bound by these Terms. In other words, payment of a deposit invoice constitutes acceptance of these Terms and creates a binding contract between Improve Media and the Client. If you do not agree with any part of these Terms, you should not proceed with using our services.

1. Definitions

For the purposes of this document, the following definitions apply: – “Services” – refers to all products and services provided by Improve Media, including but not limited to website design and development, digital marketing, search engine optimisation (SEO), social media management, branding, graphic design, and print services.
– “Project” – any work or Services undertaken by Improve Media for the Client, as described in a quotation or proposal.
– “Deliverables” – the final work products to be delivered to the Client (e.g., completed website files, graphic designs, reports, etc.).
– “Deposit” – an initial payment required before commencement of a Project.
– “Parties” – refers to both Improve Media and the Client collectively.

2. Quotation and Agreement

All quotes or proposals issued by Improve Media are valid for 30 days unless stated otherwise. A quotation acceptance (in writing or via email) or payment of a required deposit constitutes the Client’s offer to engage our Services, subject to these Terms. Improve Media reserves the right to withdraw or revise a quotation if not accepted within the valid period. Once a deposit is paid or a quote is accepted, a contract is formed between the Parties and these Terms become effective. No signature is required for these Terms to apply – acceptance of services or payment is sufficient to form the agreement.

Agreement via Deposit: The Client acknowledges that paying the deposit invoice is considered agreement to and acceptance of these Terms. The deposit is typically non-refundable (see Section 5 on Payment Terms and Refunds).

3. Scope of Work and Changes

Improve Media will provide the Services as outlined in the accepted quotation or project proposal. Any changes to the scope of the Project must be communicated and agreed in writing. If the Client requests additions or alterations that differ from the original scope or after a scope has been agreed, Improve Media reserves the right to adjust the delivery timeline or charge additional fees for the extra work. We will inform you of any impact on cost or schedule before proceeding with out-of-scope work.

During the Project, reasonable revisions or amendments are included. However, extensive revisions or multiple changes that exceed what is considered reasonable or go beyond the agreed scope (usually 2 rounds of revision) will be billed additionally, either at our standard hourly rate or as per a new quotation. The Client’s approval (via email or written communication) of any revised quotation is required before extra work is undertaken.

4. Client Responsibilities and Project Delays

4.1 Timely Provision of Materials: The Client agrees to provide all content, materials, images, logos, and any required information requested by Improve Media in a timely manner to enable us to meet project deadlines. Delays in providing required content or feedback can delay the Project. The Client is expected to review deliverables, provide feedback, and approvals promptly at each stage. Deadlines work both ways, and the Client must adhere to any timelines for providing materials or approvals that are set jointly.

4.2 Delays and Inactivity: If the Client causes a delay in the Project of more than 30 days (for example, by failing to supply content, feedback, or sign-off approvals without reasonable explanation), Improve Media reserves the right to consider the project on hold or abandoned. In such case, we may issue an invoice for the remaining project fees in full, which will become immediately due. This provision is to compensate for reserved time and resources. We will attempt to contact the Client before taking such action. Re-commencing work after a prolonged delay may require a new timeline and potentially additional costs to accommodate scheduling changes.

4.3 Failure to Provide Content: To remain efficient, Improve Media cannot indefinitely wait for content or instructions. If the Client repeatedly fails to provide required materials by agreed deadlines and significantly impedes progress, we may impose a reasonable surcharge or fee for lost time (for example, a surcharge up to 25% of the project fee) or treat the delay as a cancellation by the Client. Before doing so, we will issue warnings and give the Client an opportunity to remedy the delay.

4.4 Client-caused Scope Changes: If the Client’s delay or lack of communication necessitates changes in scope (for example, needing to redo work due to outdated feedback), Improve Media may adjust the project fees accordingly. Any new requirements introduced by the Client after the project has begun may be treated as a new scope of work (see Section 3 on Scope Changes).

4.5 Approvals: The Client will be given opportunities to review the work (design drafts, website staging site, etc.) and request changes. Final approval of deliverables shall be the Client’s responsibility. If the Client does not provide any feedback or sign-off within a reasonable time (e.g. within 10 days) after being presented with final deliverables, the deliverables will be deemed accepted and approved by the Client by default. Any further changes after final approval may incur additional charges.

5. Payment Terms

5.1 Deposits: Unless otherwise agreed in writing, an initial deposit payment is required before work commences on any project. The standard deposit is [for example, 50%] of the total project fee (or another amount as specified in the quotation). This deposit secures our time and is non-refundable. By paying the deposit, the Client confirms agreement to these Terms (see Introduction).

5.2 Invoicing Schedule: The remainder of project fees will be invoiced according to milestones or completion: – For smaller projects (or when no milestones are specified): the balance payment (remaining % of the fee) will be due upon project completion, prior to handover of Deliverables, website launch, or making the website live on the Client’s server. – For larger projects or those with defined stages: Improve Media may invoice in stages (e.g., a second payment at a midway milestone such as design sign-off, and a final payment at completion). Milestone payments and their amounts/timing will be defined in the project proposal or quotation. The Client agrees to pay each milestone invoice as it falls due. – For monthly services (e.g., ongoing social media management, SEO retainers): fees will be invoiced monthly in advance (typically at the start of each monthly period). The Client agrees to pay monthly service fees by the due date each month to ensure uninterrupted service. – For recurring annual charges (e.g., annual web hosting or domain registration fees): these will be invoiced in advance of the renewal date (usually annually). The Client must pay such invoices by the renewal due date to maintain those services.

5.3 Payment Methods: Invoices will be sent via email (PDF format or online invoice) unless hard copy is requested. Payment is accepted via bank transfer (BACS) or other methods specified on the invoice. The invoice will contain necessary payment details (bank account number, etc.). All payments should reference the invoice number. All fees and charges are stated in GBP (£) and are exclusive of VAT unless stated otherwise.

5.4 Payment Due Date: Payment for all invoices is due upon receipt or as otherwise stated on the invoice. If no term is stated, the default is immediate payment on receipt of invoice. For project milestone invoices, work on the project may pause until the invoice is paid (to ensure each phase is funded as agreed).

5.5 Late Payment: If the Client fails to pay any invoice by the due date, Improve Media reserves the right to charge interest and/or late fees on the overdue amount. Interest may be charged at a rate of 4% per annum above the Bank of England’s base lending rate, accruing daily from the due date until payment is made in full. Alternatively (or additionally), a fixed late payment fee may be applied on a weekly or monthly basis for each period the invoice remains unpaid. These remedies are in line with the UK Late Payment of Commercial Debts regulations and are intended to cover the cost of chasing the debt.

If an invoice remains unpaid 30 days after its due date, it will be considered in default. Improve Media may then suspend all Services for the Client until payment is received. Suspension includes taking down any websites or hosting provided by us (see Section 7.3), ceasing work on current projects, and withholding Deliverables. The Client will be liable for any additional costs incurred by Improve Media in recovering the debt, including reasonable legal fees or collection agency costs.

5.6 No Set-off and Non-Payment: The Client is not entitled to withhold or offset payments due to us for any reason (such as alleging defects or delays, which will be handled separately under warranty or dispute resolution). Non-payment of any invoice (beyond the allowable grace period) constitutes a material breach of these Terms, giving Improve Media the right to suspend or terminate the Services (Section 10) and seek full payment of all outstanding invoices immediately.

5.7 Refunds: Deposits and payments for services are non-refundable once work has commenced. This is because the deposit secures our time and we schedule resources based on your commitment. If the Client cancels the project (without fault on Improve Media’s part), any deposit or interim payments already made will be retained by Improve Media. In some cases, at our discretion, we may refund a portion of pre-paid fees for work not yet done or expenses not incurred, but we reserve the right to deduct reasonable compensation for work already performed and any costs incurred.

6. Intellectual Property Rights and Ownership

6.1 Retention of IP until Full Payment: All intellectual property rights in the work produced by Improve Media (including but not limited to website code, design files, graphics, reports, and any other deliverables) remain the sole property of Improve Media until full and final payment for the project has been received. Improve Media retains all copyrights and IP rights to the delivered work until the Client has paid all outstanding project fees in full. Only upon receipt of final payment do ownership and IP rights in the deliverables transfer to the Client.

6.2 Transfer of Rights upon Payment: Once the project fees are paid in full, the Client is granted ownership of the final deliverables and all associated intellectual property rights therein. This means the website, graphics, or other work created for the Client will belong to the Client, and you will have the right to use, modify, and reproduce them as you see fit for your business purposes. We will, upon request, supply final source files, code, or artwork files as applicable at project completion. The Client acknowledges that any materials or code provided before full payment (e.g., drafts, preview on our server) are for evaluation only and not for commercial use until the project is paid in full.

6.3 License to Use Pre-Existing IP: Improve Media may use certain pre-existing development tools, libraries, frameworks, or generic components in the course of a project. Any pre-existing intellectual property (including code, software, or design elements) that Improve Media owns or is licensed to use and that is used or integrated into the project shall remain the property of Improve Media or its licensors. Upon final payment, the Client is granted a non-exclusive, perpetual, worldwide license to use those components as part of the delivered project. The Client agrees this license is for use of the work as delivered for this project only, and does not permit you to extract and reuse proprietary components for other projects unrelated to Improve Media’s work.

6.4 Client Materials and IP: The Client guarantees that any text, images, graphics, trademarks, or other materials you provide to Improve Media for inclusion in the project are either owned by you or you have permission from the rights holder to use them. The Client agrees to indemnify and hold Improve Media harmless from any claims or legal actions arising from use of Client-supplied materials (for example, if you provided images or text that infringe someone else’s copyright). Essentially, you must have the rights to any content you supply to us, and if a third party challenges that, you are responsible for the consequences, not Improve Media.

6.5 Developer Portfolio and Credits: Improve Media reserves the right to display the project outcomes in our portfolio (e.g. screenshots of your website or designs) and promotional materials to showcase our work. We also reserve the right to include a discreet credit (such as “Website by Improve Media”) on websites or designs created by us. This credit will usually be a small text/link placed at the bottom of a webpage or on printed material. If the Client prefers to remove the design credit on a website, please discuss this with us; removal may be possible upon request (a fee may apply in some cases for a “white-label” arrangement). The Client agrees not to remove or obscure any copyright notices or credits on the delivered works without prior permission from Improve Media.

6.6 Retention of Copies: Upon handover of final deliverables, the Client is responsible for safekeeping of the materials. Improve Media is not obligated to keep copies or backups of your finished project files after delivery, although we may do so for our own archives. It is recommended that the Client store and back up all deliverables (e.g., download and safely archive the website source code or design files delivered). Improve Media will not be liable for retaining project files indefinitely, and any request for retrieving files in the future may not be fulfilled if we no longer have them. (See also Section 7.4 on backups for live sites.)

7. Hosting, Domain Names, and Email Services

If Improve Media provides website hosting, domain registration, or email services to the Client, the following terms apply. In many cases, these services are resold or provided via third-party providers (e.g., third-party hosting companies or registrars), and therefore certain limitations and third-party terms will also apply.

7.1 Third-Party Services: The Client acknowledges that any hosting or domain services facilitated by Improve Media are ultimately provided by third-party companies. While Improve Media will manage the service on your behalf (such as setting up hosting or purchasing a domain), the Client is ultimately subject to the terms and usage policies of those third-party providers. The Client agrees to abide by any acceptable use policies or terms of service of the hosting provider or registrar. Improve Media will not be liable for the acts or omissions of third-party service providers.

7.2 Domain Registration: If Improve Media registers a domain name for the Client, the domain will be registered in the Client’s name when possible (with Improve Media listed as the technical/admin contact if needed). The Client is responsible for ensuring they have the right to use the requested domain name and that it does not infringe on others’ trademarks. Improve Media disclaims liability for any disputes over domain name ownership or usage, and the Client agrees to indemnify us for any claims arising from the registration of a domain on your behalf. Domain registration and renewal fees will be passed on to the Client at cost and will be invoiced either by the third-party registrar or by Improve Media (to then be paid to the registrar). The Client must pay domain renewal fees by the due date (usually bundled into hosting costs) to avoid loss of the domain. Failure to pay a domain renewal can result in the domain expiring or being acquired by another party, for which Improve Media cannot be held responsible.

7.3 Hosting Services and Uptime: Improve Media will endeavor to provide a reliable hosting service (usually via reputable third-party hosting providers), but we do not guarantee uninterrupted service or specific uptime levels. There are no guarantees that hosting (or email) service will be free of downtime or disruptions, and no service-level agreement (SLA) is implied. The Client agrees that Improve Media is not liable for losses or damages due to server downtime, email non-delivery, data loss, or other service interruptions. Any support or technical issues related to the hosting or email service will be addressed to the best of our ability, but some issues may be outside our direct control (residing with the third-party provider).

7.4 Data Backups: While our chosen hosting providers typically maintain backups, Improve Media does not guarantee the availability, completeness, or currency of backups for the Client’s website or emails. The Client is strongly advised to keep their own backups of all website content, databases, and email data. If the Client requires assistance setting up backup solutions, we can advise or provide that as an additional service. In the event of data loss on the server (due to hardware failure, hacking, etc.), Improve Media shall not be liable for restoration of the Client’s data. We will of course attempt to help recover data if possible, but we make no guarantees that lost data can be retrieved.

7.5 Payment for Hosting & Domain Services: All fees for hosting or domain services must be paid promptly. Typically, hosting is billed annually (or monthly, as agreed) and domain names annually. If a hosting or domain invoice is not paid by its due date, Improve Media reserves the right to suspend or terminate the associated service. For hosting, suspension means the website and email may go offline or be lost. We will notify the Client (via email) if a payment is overdue and the service is at risk of suspension. If the Client remains in default on hosting payment for an extended period (e.g., more than 7 days after due notice), the hosting account may be terminated and all data deleted without further notice. No guarantee of backups is provided in such termination event, meaning the Client could permanently lose their website files or emails if they have not maintained their own backup. Similarly, if a domain renewal is missed, the domain might expire and could become unavailable; Improve Media is not liable for such loss if the cause is the Client’s non-payment.

7.6 Moving Hosting / Transfer: The Client has the right to move their website to another hosting provider at any time. If you choose to migrate away from Improve Media’s hosting, you should inform us so we can cooperate on the transfer if needed. Please note: – Any remaining hosting period or fees already paid to Improve Media are not refundable if you move to another host mid-term (for example, if you paid for a year and leave after 6 months, the unused 6 months are non-refundable). – Improve Media will provide, upon request and provided all fees are paid, a copy of the website files and database for transfer. We will not transfer any working files or design/source files that are not necessary for the live website’s functionality (e.g., raw design mockups, development notes), as these remain our materials not required for the operational site. – The Client is responsible for arranging new hosting and any costs associated with migration (including, for example, domain transfer fees or our time if you need our assistance in migrating). – We do not guarantee that the website will function exactly the same on a different server environment. Different hosting setups can cause issues; while we will deliver a working site, any adjustments required to make it work on the new host are the Client’s responsibility (though we can be hired to help). – After transfer, Improve Media will no longer maintain backups or the environment for the site. Ensure your new provider has appropriate backups and security.

7.7 Email Services: If email accounts are provided as part of hosting, those are also subject to third-party service limits. Improve Media is not responsible for individual email issues beyond ensuring the hosting platform is operational. We do not monitor your email usage; managing mail storage quotas or setting up email clients is the Client’s responsibility (we can assist initially, but ongoing management is up to you). We are not liable for any lost emails, undelivered messages, or other email problems. Sensitive or mission-critical email should use a professional email service; we offer standard email through hosting as a convenience but without warranty.

7.8 Acceptable Use: The Client must not use our provided hosting or domain services for any illegal or prohibited activities (such as hosting unlawful content, sending spam emails, etc.). If we detect or are informed of any misuse that violates law or the provider’s terms (e.g., copyright infringement, distributing malware, hate speech, etc.), we will notify the Client to resolve it. We reserve the right to suspend hosting/email immediately if the misuse is severe (for example, site gets hacked and serves phishing content, or client is found sending spam) to mitigate damage. The Client agrees to hold Improve Media harmless from any legal consequences or claims arising out of the content or activities on their website or email accounts.

8. GDPR and Data Protection

8.1 Client’s GDPR Responsibility: The Client is responsible for ensuring that their own website and business operations comply with the UK General Data Protection Regulation (UK GDPR) and any other applicable data protection laws. This includes, but is not limited to, providing appropriate privacy notices on the website, obtaining consent for cookies or marketing communications, and safeguarding any personal data collected from website users. While Improve Media can implement technical features on your website at your request (for example, adding a cookie consent banner or contact form privacy notice), we do not provide legal advice or certification of GDPR compliance. It is the Client’s responsibility to consult with a legal professional or compliance expert to ensure they meet their data protection obligations.

8.2 Data Processing by Improve Media: In the course of providing Services, Improve Media may have access to certain personal data (for example, if we are given access to email lists for marketing, or handling personal information in a website database). Improve Media will only process such data as needed to deliver the Services and in accordance with the Client’s instructions and applicable data protection law. We will not use or disclose personal data for any purpose other than providing the Services, except as required by law or with the Client’s consent. We will take reasonable technical and organisational measures to protect any personal data we handle on your behalf, such as using secure passwords, encryption where appropriate, and reputable third-party hosting with security measures (firewalls, etc.).

8.3 Third-Party Hosting and Data: Because hosting and server services are provided by third parties, the Client understands that personal data stored on the website or email may reside on servers managed by those providers. Improve Media will choose hosting suppliers that offer reputable security and compliance standards, but we cannot guarantee absolute security. No system is 100% secure, and Improve Media shall not be liable for any data breach, unauthorised access, or loss of data that occurs on third-party systems. We will, however, promptly inform the Client if we become aware of any data breach on the hosting that affects your site, and cooperate with you in any required notifications or remedial actions.

8.4 Client’s Privacy Obligations: If the Client’s website collects personal data (e.g., through contact forms, account registrations, analytics, etc.), the Client must ensure they have a compliant Privacy Policy and (if required) Cookie Policy in place on the website. The Client should inform website users about how their data is used, and obtain any necessary consents. Improve Media can place provided policy texts on the site and set up cookie consent tools, but drafting the content of those policies is the Client’s responsibility. The Client also agrees to comply with all applicable anti-spam laws (e.g., PECR and GDPR for email marketing) when using any marketing services provided by Improve Media.

8.5 Data Retention and Deletion: Upon termination of services or upon the Client’s request, Improve Media will return or delete any personal data belonging to the Client that we control, except for data we may need to retain for legal obligations or legitimate business records (such as invoices, which may contain contact details). It is the Client’s responsibility to export or save any data (for example, mailing list contacts, website user data) they need from the website or systems we manage for you, especially before moving hosting or terminating services, as such data might no longer be available afterwards.

8.6 Indemnity for Data Issues: The Client agrees to indemnify Improve Media for any fines, legal claims, or damages that arise out of the Client’s failure to comply with data protection laws in relation to the website or data for which the Client is responsible. For example, if the Client provides an email list that was collected without proper consent and we perform an email campaign, and a claim arises, the Client would be responsible for that. Conversely, Improve Media will be responsible to the Client for any material breaches of GDPR by us in our role (for instance, if we misuse your customer data beyond what was instructed, which we will not do).

In summary, we take data protection seriously and will assist you with the technical side, but legal compliance and the decision-making related to personal data is in the Client’s domain.

9. Warranty, Disclaimers and Limitations of Liability

9.1 No Warranty on Results: Improve Media provides all services on a “best effort” basis. We do not guarantee any specific outcomes or results from our Services, especially for marketing-related services. For example, we cannot guarantee that our SEO efforts will achieve particular search engine rankings, or that a social media campaign will produce a certain number of leads or sales. Any figures or targets discussed are estimates or examples and not assured results. Likewise, for design and development, while we strive to meet all requirements, we do not warrant that the delivered website or materials will be 100% error-free or will meet every minor expectation the Client may have if not documented in the specification.

9.2 Website and Software Performance: Improve Media will build websites to function on the latest versions of major web browsers (such as Chrome, Firefox, Safari, Microsoft Edge) at the time of development, and to be responsive to standard screen sizes (desktop and mobile) as per project requirements. However, we do not guarantee perfect functionality or identical appearance on absolutely all browsers or devices, especially obsolete or not commonly used ones. Web technology evolves rapidly; a website that works today might exhibit issues on future browser updates or new devices. We will make commercially reasonable efforts to ensure broad compatibility, but minor differences or issues may occur and are not considered a breach of contract. We also cannot guarantee that the website will be completely secure or immune to attacks, but we will take basic security precautions (see Section 8.2).

9.3 Third-Party Components: If the project includes third-party software (e.g., a content management system like WordPress, plugins, APIs, or integrations with other services), Improve Media is not responsible for faults or issues caused by third-party software. We have no control over third-party code and updates. For instance, if a third-party plugin stops being maintained and later causes security or compatibility issues, that is outside our control. We will notify the Client if we become aware of any such issues and can be hired to assist in finding solutions or alternatives. Any licensing fees for third-party software (like premium plugins, stock images, etc.) will either be passed to the Client at cost or specified in the quote.

9.4 Limitation of Liability: To the fullest extent permitted by law, Improve Media’s total liability to the Client for any claims arising under this agreement or the provision of Services shall be limited to the total amount of fees paid by the Client to Improve Media for the specific project or service that is the subject of the claim. In no event shall Improve Media be liable for any of the following types of loss or damage:
– Indirect or Consequential Loss: This includes, but is not limited to, loss of profits, loss of sales or revenue, loss of business or opportunity, loss of data, or business interruption, even if we were advised of the possibility of such damages.
– Losses caused by third parties: e.g., failure of third-party hosting, third-party software issues, or actions of third-party service providers.
– Client’s own actions or inactions: e.g., if the Client or a third party modifies the website or uses it in a way that causes damage.

Improve Media will not be liable for any claim arising from compliance with the Client’s instructions (for example, using specific content or materials provided by the Client that infringe on rights, or implementing certain features in a way the Client insisted upon against our advice).

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under English law. However, given the nature of services (primarily digital/consulting work), such liabilities are unlikely to arise.

9.5 No Other Warranties: Except as expressly stated in this agreement, all conditions and warranties, whether express or implied, statutory or otherwise (including any implied warranty of satisfactory quality or fitness for a particular purpose) are hereby excluded to the maximum extent allowed by law. The Services and deliverables are provided “as is” and “as available” without any further warranty of any kind that they will achieve any intended result or that they will be uninterrupted or error-free.

10. Termination and Cancellation

10.1 Termination by Client (Project Work): The Client may request to cancel or terminate a project at any time by giving written notice to Improve Media. However, because time and resources have been allocated, the following will apply in the event of cancellation: – If cancellation is requested before work has started and after a deposit is paid, we may allow a portion of the deposit to be refunded only at our discretion (typically, deposits are not refunded, but if no work has been done at all, we might consider it).
– If cancellation occurs after work has commenced, the Client agrees to pay for all work completed up to the point of termination, at the stage-by-stage rates or hourly rate as applicable. We will quantify the work done and issue a final invoice if needed. The Client will also forfeit any deposit already paid (which is applied toward the work done). In some cases, a project cancellation fee may also apply, especially if the project is well underway and near completion. If the sum of deposit and any interim payments already made exceeds the value of the work done, Improve Media may refund the difference. Otherwise, if work done exceeds payments made, the Client must pay the balance. – Any notice of cancellation should be made in writing (email is acceptable). Improve Media will cease work upon receiving a cancellation notice and will take reasonable steps to mitigate further costs. Deliverables or partially completed work will be delivered to the Client “as-is” up to the stage of cancellation only once all outstanding payments are settled.

10.2 Termination by Improve Media: Improve Media reserves the right to terminate a project or service at any time, with or without cause, by giving notice to the Client. We will typically only do this for cause, such as: – The Client is in material breach of these Terms (for example, non-payment beyond 30 days, or misuse of services) and has not remedied the breach within a reasonable period after notice. – The Client is engaging in unlawful, abusive, or unethical activities that make it untenable for us to continue (e.g., if we discover the Client’s website is being used for fraud or the Client is verbally abusive or threatening toward our staff). – Unexpected circumstances (such as our incapacity or inability to complete the work – e.g., illness or family emergency, in which case we will attempt to find a substitute or at least hand over what’s done as per Section 10.3).

If Improve Media terminates without cause (not due to Client’s fault), we will refund any payments for services not yet rendered so the Client is not out-of-pocket for undone work. If termination is due to Client’s breach or misconduct, no refunds will be given and we may invoice for any unpaid work done up to that point (similar to cancellation by Client). In severe breach cases (like illegal content or harassment), we may terminate immediately without advance notice, and the Client remains liable for work already performed and will not be entitled to any refund of fees paid.

10.3 Inactivity or Abandonment: If the Client has not responded to communications or has otherwise halted a project by going incommunicado for an extended period (we typically define this as 30 days or more) without prior arrangement, Improve Media may treat the project as abandoned. We will make attempts to contact the Client. If no response, we may terminate the project and invoice for work done. The deposit will be retained and any unpaid work time will be billed. Recommencing an abandoned project may require a new agreement and possibly additional fees to cover remobilization.

10.4 Termination of Ongoing Services (Hosting/Support): For ongoing services like hosting, domain, or monthly retainers: – If the Client wishes to cancel hosting or maintenance services, they may do so by providing at least 30 days’ notice prior to the next renewal date (unless a longer minimum term was agreed). No pro-rated refunds will be given for partial periods already commenced. Upon hosting termination, the website and email services will be taken offline on the termination date. It is the Client’s responsibility to ensure they have backups of any data they need before termination. After termination, any remaining data on the server may be deleted. Improve Media is not obligated to retain or forward emails or files once the service is terminated. – If the Client wishes to cancel a monthly marketing or support retainer, typically a notice period (e.g., one month) is required after any minimum term. Check your specific contract or proposal for any minimum commitment (some marketing services might have a minimum term). Once canceled, services will cease at the end of the paid period. – Improve Media may terminate or suspend hosting or support services for non-payment (as detailed in Sections 5.5 and 7.5), or if we choose to discontinue offering a particular service. We will give the Client notice and assist with migration if we are closing a service (for example, if we stopped offering hosting, we’d give you time to move elsewhere).

10.5 Consequences of Termination: Upon termination of a project or service for any reason: – Improve Media will cease the affected Services. In the case of a project, no further work will be done. In case of hosting or similar, the site may be taken offline. – Any licenses granted to the Client for use of deliverables (if already paid in full, see Section 6) shall continue, but if termination occurs before full payment, the Client’s right to use any deliverables not fully paid for is revoked. Improve Media may legally claim that any unpaid-for work may not be used by the Client until paid (this could include design mockups, or a website that was delivered but not paid – we might take it down). – Each party will return or destroy the confidential information of the other party that it still has (if requested). – Any clauses in these Terms which by their nature should survive termination (such as limitation of liability, indemnities, IP rights until paid, governing law, etc.) shall survive.

11. Support and Maintenance

Unless a maintenance or support agreement is in place, once a website or project is delivered and accepted (see Section 4.5 for acceptance), any further updates or changes are outside the scope of the initial project. The Client may engage Improve Media for post-completion support either on an ad-hoc basis (billed hourly or per task) or by enrolling in a support plan if offered.

11.1 Warranty Period for Websites: Improve Media may provide a short grace period (for example, 7 days) after website launch during which we will fix any bugs or errors that clearly stem from our development work (i.e., not new change requests) at no additional cost. After this period, or if the issue is due to external factors (such as server configuration changes or third-party updates), fixes will be billable. Note that if the hosting environment or configuration is changed by the Client (or a third party) after launch, this voids any warranty for free bug fixes – we cannot be responsible if something breaks due to changes beyond our control (for example, client moves the site to a different server, a 3rd party plugin updates or the client installs new plugins, etc.).

11.2 Ongoing Maintenance: Websites require ongoing maintenance (security updates, content updates, backups, etc.). The Client is responsible for maintaining their website post-launch unless a maintenance contract is agreed. We strongly recommend clients either take up a maintenance service with us or ensure they have arrangements for updates and security patches (especially for CMS like WordPress). If the Client requires Improve Media to perform updates or maintenance, this can be provided at a monthly fee or hourly rate. Without a maintenance agreement, any request for updates or fixes will be scheduled based on availability and charged accordingly.

11.3 Support for Digital Marketing: For ongoing marketing or social media management services, any scope of work, deliverables, and performance metrics will be described in a separate proposal or campaign plan. The Terms herein apply generally to those services as well. If you have a monthly marketing service and need additional services not in the original plan (e.g., an extra campaign or design), those will be discussed and quoted separately.

11.4 No Guarantee of Platform Stability: Many websites and digital marketing rely on third-party platforms (e.g., Google’s algorithms for SEO, social media platforms, CMS software). Improve Media is not responsible if changes in third-party platforms or software (such as a new version of a CMS, or a change in Google’s search algorithm) affect the performance of the deliverables. For instance, if a WordPress update breaks part of the site after the project is delivered, that is outside the original scope and would require a paid update to fix. We will do our best to build resilient solutions and inform the Client of known required updates, but cannot foresee all future changes. Similarly, if an API or feed from a third party used on the site is deprecated (for example, an Instagram feed widget stops working due to API changes), the work to update or replace that feature is not included in the original fee.

11.5 Optional Support Packages: If the Client opts for a support package (e.g., monthly hours for updates, monitoring, backups, etc.), the details of coverage (response times, included tasks) will be provided in a separate schedule. Generally, support packages cover routine maintenance and minor updates, but significant redesigns or new features would be quoted separately.

11.6 No Additional Warranties: Improve Media does not offer any additional warranties on work beyond what is explicitly stated. Websites and digital products by nature may require tweaks and updates over time. We can only warrant that at the time of final delivery, the product meets the agreed specifications and is functional in the agreed environment. There is no ongoing guarantee unless a separate maintenance warranty is purchased. However, if you encounter an issue, please do reach out; we stand by our work and will strive to help, just that it may be billable if outside scope or time window.

12. Indemnification

In addition to any specific indemnities mentioned elsewhere in these Terms, the Client agrees generally that it shall defend, indemnify, and hold Improve Media (and its owner, Michael Burl) harmless from any and all claims, liabilities, losses, and expenses (including reasonable legal fees) arising out of: – a) Any third-party claim alleging that the materials (content, images, data, etc.) the Client provided to Improve Media for use in the project infringe that third party’s intellectual property rights or privacy rights. – b) The Client’s use of the deliverables or Services in violation of any law or regulation, or in violation of these Terms. – c) Any breach by the Client of data protection laws or failure to comply with GDPR obligations as outlined in Section 8 (for example, if claims arise from how the Client uses data collected by the website). – d) Content the Client posts or instructs us to post on their website or social media which gives rise to legal liability (for example, defamatory content, or products/services sold that cause harm). While we might assist in publishing content, the Client is ultimately responsible for the content of their website and marketing.

This indemnification means the Client will reimburse Improve Media for any costs or damages that result from claims due to the Client’s actions or content, and will provide a defense for Improve Media if such claims arise. We will promptly notify the Client of any such claim and allow the Client to assume control of the defense, provided the Client’s actions are reasonable and in good faith.

13. Confidentiality

Each party agrees to treat any confidential information of the other party with the same degree of care as it would its own confidential information, and not to disclose it to outside parties. “Confidential information” includes any non-public business or technical information we exchange for the purposes of the project, including but not limited to, project briefs, strategy documents, credentials and passwords, marketing or financial information of the Client, etc. Improve Media acknowledges that any sensitive data the Client shares (e.g., logins, customer lists) should be kept confidential and not used outside the scope of the project. Similarly, the Client agrees to keep any of Improve Media’s proposals, code (if not publicly provided), or internal processes confidential and not share them with competitors.

This confidentiality obligation does not apply to information that is already public through no breach of this clause, was known to the receiving party prior, or is independently developed or legally obtained from others. We may also disclose info if required by law or court order, but will notify the other party if permitted.

14. Miscellaneous Provisions

14.1 Governing Law: These Terms and the contract between Improve Media and the Client shall be governed by and construed in accordance with the laws of England and Wales. Both Improve Media and the Client agree that any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2 Business-to-Business Contract: Unless explicitly agreed otherwise, the Services are provided on a business-to-business (B2B) basis. The Client confirms that they are engaging Improve Media for business purposes and not as a “consumer,” and thus UK consumer protection laws (which apply to individuals buying for personal use) do not apply to this contract. If the Client is an individual who considers themselves a consumer, they must notify us before entering into contract. (Note: This clause is to clarify the nature of the transaction. If the Client is indeed a sole proprietor or small business, they will be considered a business client.)

14.3 Entire Agreement: These Terms, together with any specific details in the project quotation/proposal and any written variations agreed by both parties, constitute the entire agreement between Improve Media and the Client for the Services. They supersede any prior agreements or understandings, whether written or oral. In case of any conflict between these general Terms and a specific term in a project proposal or contract signed with the Client, the specific term in the latter shall prevail (but only for that project).

14.4 Amendments: Improve Media reserves the right to update or modify these Terms from time to time. However, for any ongoing project or service, the version of Terms in effect at the time of contract will remain binding until project completion. Updated Terms will be posted on our website or provided upon request. Continued use of our Services after updates indicates acceptance of the revised Terms. We will not materially change the Terms mid-project without notifying the Client and obtaining agreement where required.

14.5 Severability: If any provision of these Terms is found by a court or legal authority to be invalid, illegal, or unenforceable, that provision (to the minimum extent required) shall be severed from the remaining Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law. In other words, the offending clause will be removed or adjusted, but the rest of the agreement remains in effect.

14.6 No Waiver: If either party fails to enforce any right or provision of these Terms, it shall not constitute a waiver of future enforcement of that right or provision. For example, if we do not immediately chase a late payment or strictly enforce a deadline, it does not mean we waive our right to do so in the future.

14.7 Force Majeure: Improve Media will not be deemed in breach of this agreement if our obligations are delayed or failed due to events beyond our reasonable control, such as acts of God, war, terrorism, natural disasters, strikes, failure of third-party utilities or services (like widespread internet outage), or government restrictions. We will notify the Client as soon as possible if such an event occurs that affects our ability to deliver and will make reasonable efforts to mitigate the impact.

14.8 Assignment: The Client may not transfer or assign the contract or any rights or obligations under these Terms to a third party without prior written consent from Improve Media. Improve Media may assign or subcontract its obligations (for example, we might subcontract to a developer or designer for a portion of the work) provided that we remain responsible for the quality of the deliverables to the Client. We will ensure any subcontractors are bound by appropriate confidentiality and quality commitments.

14.9 No Partnership or Employment: The relationship between Improve Media and the Client is that of independent contractor and client. Nothing in these Terms shall be construed to create a partnership, joint venture, or employment relationship between us.

14.10 Third-Party Rights: A person or entity who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

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By paying the deposit or otherwise indicating acceptance, the Client confirms they have read and agreed to these Terms and Conditions. All queries regarding these Terms should be raised prior to payment or commencement of services. We thank you for your business and look forward to a successful project together.