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1. Definitions

“Agreement” means These Terms together with the Order Form and any schedules expressly incorporated into them.

“Client Content” means All text, photographs, video, logos, trade marks, business information, data and other materials supplied by or on behalf of the Client, or owned by the Client before the Agreement.

“Committed Term” means 12 months where the Client selects Monthly billing or 12 months upfront, and 24 months where the Client selects 24 months upfront.

“Initial Build” means The first functional version of the Managed Website within the agreed Plan scope, ready for Client review or launch.

“Managed Website” means The website and related configuration, design implementation and functionality made available to the Client as part of the subscription Services.

“Order Form” means The plan, billing option, Client details and other order information recorded at sign-up.

“Plan” means The service tier selected by the Client, with the scope shown at checkout or otherwise agreed in writing.

“Services” means The design, build, hosting, maintenance, support, integrations and related managed digital services included in the selected Plan.

“Start Date” means The date on which the first monthly payment or applicable upfront payment is successfully collected.

2. Basis of the Agreement

2.1 The Order Form completed by the Client at sign-up, together with these Terms, forms the entire Agreement for the selected Plan.

2.2 Each Order Form creates a separate Agreement. If a Client has more than one active Plan, each Plan is governed independently unless Clicka confirms otherwise in writing.

2.3 The Client confirms that it is entering into the Agreement wholly or mainly for business purposes and not as a consumer.

2.4 No variation to the Agreement is effective unless agreed in writing by both parties, except for changes permitted by these Terms.

3. Services and Initial Build

3.1 Clicka will provide the Services included in the selected Plan, which may include website design and build, managed hosting, SSL, forms, integrations, maintenance and ongoing support as stated in the Order Form or Plan description at the Start Date.

3.2 Clicka will complete the Initial Build within a maximum of 4 weeks after the later of: (a) successful receipt of the first monthly payment or applicable upfront payment; and (b) receipt of all Client Content, access credentials, approvals and information reasonably required to begin the build.

3.3 The 4-week Initial Build period is extended for any delay caused by the Client, including late content, late approvals, unavailable access, additional requests or scope changes, and for delays caused by third-party services or Force Majeure events outside Clicka’s reasonable control. The Initial Build period relates to the first functional version within scope; later Client-requested changes or additions may take further time.

3.4 Clicka will use reasonable skill and care in providing the Services. Unless expressly included in the Plan, additional functionality, integrations, pages, ecommerce work, copywriting, photography, paid advertising or other services may require an additional quotation.

3.5 Clicka may make reasonable changes to Plan features from time to time, provided that the overall service is not materially reduced during an active Committed Term without reasonable notice.

4. Client Obligations

4.1 The Client must promptly provide all Client Content, branding, access credentials, approvals and information reasonably required for Clicka to deliver the Services.

4.2 The Client warrants that it owns, or has all necessary rights and permissions to use, the Client Content and that its use by Clicka for the Services will not infringe any third-party rights or applicable law.

4.3 The Client is responsible for checking the accuracy and legality of its own business claims, prices, product/service information, regulatory statements and Client Content before launch and whenever updates are requested.

4.4 Client-caused delay does not suspend or reduce the Client’s payment obligations. Clicka may pause work until the information, approval or access reasonably required is provided.

4.5 The Client must keep login credentials supplied to it secure and notify Clicka promptly of any suspected unauthorised access or security incident relating to the Services.

5. Fees and Payment

5.1 The Client will pay the Fees for its selected billing option by the payment method made available by Clicka. Recurring payments are intended to be collected by Direct Debit through Clicka’s payment processor.

5.2 For Monthly billing, the first monthly payment must be successfully collected before work begins, and each subsequent monthly payment is due in advance on the agreed collection date throughout the Committed Term and any rolling continuation.

5.3 Where the Client selects 12 months upfront or 24 months upfront, the discounted upfront amount shown at checkout must be paid in full before work begins and covers the relevant Committed Term.

5.4 The prices shown in the Order Form are the amounts payable at the date of the Order. Clicka is not currently VAT registered and does not charge VAT. If VAT later becomes legally chargeable on the Services, Clicka may add VAT at the applicable rate from the date it becomes chargeable and will give the Client reasonable written notice where practicable.

5.5 If a payment is not successfully collected when due, Clicka may retry collection, request an alternative payment method and/or suspend the Services until all overdue amounts are paid. Suspension does not waive amounts due under the Agreement.

5.6 Clicka may change the recurring Fees after the Committed Term by giving at least 30 days’ written notice. Any increase during a Committed Term will only apply where required by law, agreed by the Client, or caused by a Client-requested change in scope.

6. Committed Term, Renewal and Cancellation

6.1 The Agreement begins on the Start Date and continues for the Committed Term. The Client cannot cancel for convenience during the Committed Term.

6.2 If the Client asks to end Monthly billing early, or Clicka terminates because of the Client’s material breach, the Client must pay an early termination charge equal to the unpaid monthly Fees that would otherwise have fallen due for the remainder of the Committed Term, less any material costs that Clicka reasonably expects to avoid as a direct result of the early termination. This is intended to protect Clicka’s legitimate interest in recovering the committed value of a service for which the initial build is supplied without a separate upfront build fee.

6.3 Payments made for a 12-month or 24-month upfront term are non-refundable if the Client chooses to stop using the Services before the end of that paid term, except where a refund is required by law or arises from a valid termination for Clicka’s uncured material breach.

6.4 At the end of the Committed Term, the Services continue on a rolling monthly basis at the then-current monthly Plan rate unless either party gives at least 30 days’ written notice to end the Agreement or the parties agree a new prepaid term.

6.5 A cancellation notice does not affect Fees already due. The website and Services remain available only until the effective termination date, subject to these Terms.

7. Ownership, Intellectual Property and Licence

7.1 The Client retains ownership of the Client Content and its pre-existing branding, trade marks, photographs, copy, business information and data.

7.2 Clicka retains all intellectual property rights in the Managed Website build and the work used to create and operate it, including design implementation, layouts, page structures, custom code, styles, templates, components, configuration, workflows, platform setup, methods and know-how (“Build Components”), except for Client Content and third-party materials.

7.3 While the Agreement is active and all Fees are paid, Clicka grants the Client a non-exclusive, non-transferable licence to use the Managed Website and Build Components for the Client’s own business purposes.

7.4 The subscription does not transfer ownership of the Managed Website build to the Client. The Client has no right to require Clicka to transfer, clone, export or provide the underlying website project, platform account, source code, layouts, templates, configuration or other Build Components. There is no automatic buyout or perpetual-licence right.

7.5 When the Agreement ends, the licence in clause 7.3 ends and Clicka may take the Managed Website offline. The Client may request a copy or export of its Client Content within 30 days after termination, in a format reasonably available to Clicka. That export does not include the Managed Website design/build, source code, page layouts, templates, platform configuration, third-party licensed materials or other Build Components.

7.6 Clicka may reuse its general skills, ideas, methods, non-client-specific components and know-how in work for other clients, provided it does not disclose the Client’s confidential information or Client Content.

8. Domain Names, Hosting and Third-Party Services

8.1 Where Clicka registers a domain name on the Client’s behalf, the domain will normally be registered with the Client as the registrant where the registrar and service arrangement permit, unless otherwise agreed in writing.

8.2 Managed hosting is provided for the duration of the Agreement as part of the selected Plan. The Client’s right to use the Managed Website depends on the Agreement remaining active and Fees being paid.

8.3 The Services may rely on third-party website platforms, hosting providers, payment processors, analytics tools, plugins, APIs, CRM services and other suppliers. Clicka is not responsible for outages, changes, withdrawal of functionality or failures caused by third parties outside its reasonable control, but will use reasonable efforts to manage issues affecting the Services.

8.4 If a third-party service materially changes its pricing, terms or availability, Clicka may propose a reasonable alternative, scope change or price adjustment. Where the change would materially affect the Client during a Committed Term, Clicka will discuss the available options with the Client.

9. Data Protection

9.1 Each party will comply with applicable UK data protection law, including the UK GDPR and Data Protection Act 2018, in relation to personal data processed under the Agreement.

9.2 Each party acts as an independent controller for personal data it processes for its own business administration, billing, account management and legal obligations.

9.3 Where Clicka processes personal data on the Client’s behalf in providing the Managed Website or related Services, the Client is the controller and Clicka is the processor. In that situation, the Data Processing Terms below apply automatically and form part of the Agreement.

9.4 The Client is responsible for providing appropriate privacy information to its website visitors, customers and leads and for ensuring that any collection or use of personal data through the Managed Website has a lawful basis.

10. Confidentiality

10.1 Each party must keep confidential all non-public commercial, technical and business information disclosed by the other in connection with the Agreement and must only use it for performing or receiving the Services.

10.2 A party may disclose confidential information to its staff, contractors, professional advisers and service providers who need it for the Agreement and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

11. Warranties, Results and Liability

11.1 Clicka warrants that it will provide the Services with reasonable skill and care.

11.2 Unless Clicka expressly guarantees a specific outcome in writing, Clicka does not guarantee search-engine positions, website traffic, enquiries, sales, revenue, conversion rates, platform uptime or the performance of third-party services.

11.3 Except as expressly stated in these Terms, all warranties, conditions and representations implied by law are excluded to the fullest extent permitted by law.

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

11.5 Subject to clause 11.4, Clicka’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), misrepresentation or otherwise, will not exceed the total Fees paid by the Client under the relevant Agreement in the 12 months preceding the event giving rise to the claim.

11.6 Subject to clause 11.4, Clicka will not be liable for indirect or consequential loss, loss of profits, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill or loss of opportunity, except to the extent such exclusion is not permitted by law.

11.7 The Client is responsible for maintaining copies of Client Content that it supplies to Clicka. Clicka’s backup arrangements are intended to support service continuity and are not a substitute for the Client retaining its own source materials.

12. Suspension and Termination for Cause

12.1 Either party may terminate the Agreement immediately by written notice if the other party commits a material breach and, where that breach can be remedied, fails to remedy it within 14 days after receiving written notice requiring it to do so.

12.2 Either party may terminate immediately if the other becomes insolvent, enters liquidation (other than for a solvent restructuring), has an administrator or receiver appointed, or ceases or threatens to cease business.

12.3 Clicka may suspend the Services immediately where reasonably necessary to protect security, prevent unlawful use, respond to a third-party platform requirement or address overdue payments. Where practicable, Clicka will give notice and explain the reason for suspension.

12.4 Termination does not affect accrued rights, outstanding payment obligations or clauses intended to survive termination, including ownership, confidentiality, liability and data protection provisions.

13. Force Majeure

13.1 Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including failures of internet, hosting, cloud or payment infrastructure, cyber incidents not caused by that party’s breach, acts of government, war, civil emergency, industrial action, fire, flood or other natural events.

13.2 The affected party must use reasonable efforts to reduce the impact of the event and resume performance as soon as reasonably practicable.

14. Assignment and Subcontracting

14.1 The Client may not assign, transfer or subcontract its rights or obligations under the Agreement without Clicka’s prior written consent.

14.2 Clicka may use employees, contractors and third-party service providers to deliver the Services and may assign or transfer the Agreement as part of a sale, restructuring or transfer of its business, provided continuity of the Services is maintained where reasonably practicable.

15. General

15.1 The Agreement constitutes the entire agreement between the parties regarding the selected Plan and supersedes prior discussions, proposals or representations on the same subject, except in the case of fraud.

15.2 If any provision is found invalid or unenforceable, it will be treated as modified to the minimum extent necessary and the remaining provisions will continue in force.

15.3 A delay or failure to exercise a right is not a waiver of that right.

15.4 Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.

15.5 Notices under the Agreement must be in writing and sent to the email address or postal address most recently notified by the relevant party. Notices to Clicka may also be sent to its registered office stated at the start of these Terms.

15.6 The Agreement and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rule of law that applies otherwise.

Data Processing Terms

D1 Where Clicka processes personal data solely on the Client’s behalf, the Client is the controller and Clicka is the processor.

D2 Processing relates to operating, hosting, maintaining and supporting the Managed Website and included integrations. It may include hosting, storage, transmission, backup, support, troubleshooting and enquiry/CRM integration for the duration of the Agreement and any short period needed to return or delete data.

D3 Depending on the Plan, data may include names, contact details, enquiry content, appointment/customer details and technical identifiers relating to website visitors, leads, customers and Client personnel.

D4 Clicka will process personal data only on documented instructions from the Client, unless UK law requires otherwise; keep authorised personnel subject to confidentiality; and apply appropriate technical and organisational security measures.

D5 The Client gives general written authorisation for Clicka to use sub-processors reasonably required for website-platform, hosting, infrastructure, communications, analytics, CRM and support services. Clicka will apply appropriate data-protection obligations to them and make information about material sub-processors available on reasonable request.

D6 Clicka will provide reasonable assistance with data-subject requests, personal-data breaches, data-protection impact assessments and regulatory enquiries where required by applicable law and reasonably possible given the nature of the Services.

D7 Clicka will notify the Client without undue delay after becoming aware of a personal-data breach affecting data processed on the Client’s behalf.

D8 International transfers will only be made where permitted under applicable data-protection law and appropriate safeguards are used where required.

D9 At the end of the Services, Clicka will, where technically reasonably available and subject to lawful retention requirements/backups, return or delete personal data processed solely on the Client’s behalf. The 30-day Client Content export period in clause 7.5 still applies.

D10 Clicka will make available information reasonably necessary to demonstrate compliance with these processor obligations and permit reasonable audits where required by law, subject to reasonable notice, confidentiality, security controls and avoiding unnecessary disruption.

D11 The Client remains responsible for the lawfulness of its instructions, its privacy notices, lawful bases and the personal data it chooses to collect through the Services.