Terms &

Conditions

1. INTRODUCTION

1.1 These terms and conditions ("Terms") govern the relationship between Blue Penguin Digital ("we", "us", "our") and clients ("you", "your") who use our services.

1.2 Blue Penguin Digital is a web development, automation, and hosting services provider based in Yorkshire, United Kingdom.

1.3 By engaging our services, you agree to be bound by these Terms. Please read them carefully.

2. DEFINITIONS

2.1 "Services" means any services provided by us, including but not limited to web development, automation, and hosting services.

2.2 "Partnered Services" means services delivered in whole or in part by third-party providers with whom we have a formal partnership, including but not limited to Level Up Hosting (for hosting) and Unity Tech (for IT services).

2.3 "Deliverables" means any websites, applications, scripts, or other materials created by us as part of the Services.

2.4 "Fees" means the charges payable by you for the Services as set out in our quotation or as otherwise agreed in writing.

2.5 "Go-live" means the website is publicly accessible on its intended domain and has received final written sign-off or approval from the Client.

3. SERVICES

3.1 We offer the following main service categories:

• Web Development: Including landing pages, enhanced websites, and custom websites.
• Automation: Including desktop applications, custom scripting, and process automation.
• Hosting: Including shared hosting, VPS solutions, and game servers. Note: Hosting services are delivered in partnership with Level Up Hosting.
• IT Services: Including technology support, cybersecurity, cloud solutions, and infrastructure management. Note: IT Services are delivered in partnership with Unity Tech.

3.2 Service specifics, features, and deliverables will be detailed in a quotation provided to you prior to commencement of work. Where a service is delivered by a partner, we will inform you and provide details of the partner's terms if applicable.

4. FEES AND PAYMENT

4.1 Our fees vary depending on the service selected. Current rates can be found on our website or in written quotations provided to you.

4.2 Payment options include:

• One-off payment: A single payment for the design and build of your website or application.
• Managed service: A premium monthly subscription that includes additional services such as updates, advanced SEO, and premium support.

4.3 Website update services not included in your package are available at £28 per hour.

4.4 For one-off payment options, hosting is available separately from £10 per month.

4.5 Payment is due according to the schedule specified in your quotation. For monthly subscriptions, payment is due monthly in advance.

4.6 All prices are quoted in GBP. Blue Penguin Digital is not VAT registered and does not charge VAT.

4.7 Managed Service Terms

4.7.1 A minimum 12-month commitment is required for all managed service plans.

4.7.2 The first month's payment must be made in advance before services begin.

4.7.3 After the initial 12-month term, managed service plans continue on a rolling monthly basis and may be cancelled with 30 days' written notice.

4.7.4 For managed service projects, full ownership of the website and its associated intellectual property shall transfer to the Client after two (2) years of continuous, timely monthly payments.

4.8 One-Off Project Terms

4.8.1 A 50% deposit is required upfront to commence work.

4.8.2 The remaining 50% is due upon completion, before the website or project goes live.

4.8.3 Work will commence 14 days after the statutory cooling-off period unless written approval is provided to start earlier.

4.8.4 Upon receipt of the final 50% payment for the website build cost, full ownership of the completed website and its associated intellectual property shall transfer to the Client.

4.9 General Payment Terms

4.9.1 A formal contract will be issued and must be signed before any work begins.

4.9.2 We accept payment via bank transfer or by other specified payment methods in the contract.

4.9.3 All payments are due upon receipt of invoice, with a grace period of seven (7) calendar days.

4.9.4 Failure to make the upfront deposit will delay the commencement of Services. Failure to make the final payment will delay the website's "go-live" and may result in suspension of access to the developed website until payment is received.

4.9.5 Late payments may result in service suspension until payment is received.

5. DELIVERY TIMELINES

5.1 Delivery timelines vary depending on the service and complexity:

• Landing pages typically take 2-3 days from receipt of all required content.
• Enhanced websites (up to 10 pages) typically take 1-2 weeks from receipt of all required content.
• Custom websites and web applications may take a few weeks to a couple of months depending on complexity.
• Automation projects vary based on complexity; simple scripts may take a few days, while complex desktop applications could take several weeks.

5.2 Specific timelines will be provided during initial consultation and may be subject to change based on project requirements and your responsiveness.

5.3 We will keep you updated throughout the process and work at a pace that suits your needs.

6. CLIENT OBLIGATIONS

6.1 You are responsible for:

• Providing accurate and complete information necessary for the provision of Services.
• Providing content (text, images, etc.) in a timely manner.
• Reviewing and providing feedback on work in progress within agreed timeframes.
• Ensuring you have appropriate rights to use all content provided to us.
• Maintaining the security of any account credentials provided to you.
• Providing prompt feedback and approvals to avoid project delays.
• Ensuring that all content provided to us does not infringe upon the intellectual property rights or other rights of any third party.

6.2 Delays in providing necessary information or feedback may result in corresponding delays to project timelines.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 During Development: All intellectual property rights, including but not limited to copyrights and design rights, in the website and any associated materials developed by us shall remain with Blue Penguin Digital during the development phase.

7.2 One-Off Payment Projects - Transfer of Ownership: Upon receipt of the final 50% payment for the website build cost, full ownership of the completed website and its associated intellectual property shall transfer to the Client.

7.3 Managed Service Projects - Transfer of Ownership: For websites provided under a Managed Service Agreement, full ownership of the website and its associated intellectual property shall transfer to the Client after two (2) years of continuous, timely monthly payments for the Managed Service.

7.4 We retain ownership of pre-existing materials, tools, systems, and expertise used in creating the Deliverables.

7.5 We reserve the right to use non-confidential aspects of the Deliverables for our portfolio and promotional purposes.

7.6 Third-party materials (such as stock images, plugins, or libraries) are subject to their respective licenses, which will be communicated to you.

8. CANCELLATION RIGHTS

8.1 For Consumers (individuals acting outside their trade, business, or profession):

• You have the right to cancel a contract within 14 days of agreement without giving a reason (the "cooling-off period").
• If you request us to begin work during the cooling-off period, and subsequently cancel, you must pay for services already provided.
• Your right to cancel does not apply once services have been fully performed.

8.2 For one-off payment services, cancellation after work has commenced may result in charges for work already completed.

8.3 For monthly subscription and managed services:

• You may cancel at any time by providing 30 days' written notice.
• No refund will be provided for the current month's service.
• Where the initial website build cost is integrated into the monthly subscription fees, and the Client terminates the Managed Service Agreement before the cumulative monthly payments equal the agreed-upon total build cost (or before the two-year period for IP transfer), the Client shall be liable for the outstanding balance of the initial build cost.
• Upon cancellation, we will provide reasonable assistance in transitioning to another provider, which may incur additional charges.

9. WARRANTIES AND REPRESENTATIONS

9.1 We warrant that:

• We will provide the Services with reasonable skill and care.
• The Deliverables will substantially conform to the specifications agreed upon.
• The Deliverables will be free from material defects for a period of 30 days from delivery.
• The Services will be performed in a professional manner consistent with industry standards.

9.2 If the Deliverables do not conform to the warranty in clause 9.1, we will, at our option, correct the defect at no additional charge within a reasonable time.

9.3 The warranty in clause 9.1 does not apply to defects resulting from:

• Your modifications to the Deliverables.
• Use of the Deliverables in a manner for which they were not designed.
• External factors beyond our reasonable control.

9.4 We can only guarantee the functionality and integrity of a website that remains within our control and/or is hosted and managed by Blue Penguin Digital.

9.5 We hold no liability for any code changes, failures, or issues that arise once a website leaves our control or hosting managed by Blue Penguin Digital.

9.6 While we implement SEO best practices, we cannot guarantee specific search ranking results or timeframes, as these are ultimately controlled by search engines and influenced by many external factors.

10. LIMITATION OF LIABILITY

10.1 Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be limited by law.

10.2 Subject to clause 10.1, we shall not be liable for:

• Loss of profits, business, anticipated savings, or revenue.
• Loss or corruption of data.
• Indirect or consequential loss.
• Any losses arising from third-party services integrated into the Deliverables or from Partnered Services, except as required by law. For Partnered Services, the partner's own terms and conditions may apply, and liability for day-to-day operation, support, or data processing rests with the partner unless otherwise agreed in writing.

10.3 Our total liability to you for any claims arising under or in connection with these Terms shall not exceed the total Fees paid by you in the 12 months preceding the claim.

10.4 To the maximum extent permitted by law, our total aggregate liability to you for any and all claims arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you for the specific Services and hosting costs directly related to the claim.

11. DATA PROTECTION

11.1 We will process your personal data in accordance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR).

11.2 We will only use your personal data as necessary to provide the Services and as otherwise set out in our Privacy Policy. For Partnered Services, your data may be shared with the relevant partner solely for the purpose of delivering the service. The partner's privacy policy may also apply, and we will provide you with details where relevant.

11.3 We agree not to share or sell any Client data or data collected through the Client's website, strictly keeping such information within Blue Penguin Digital for the sole purpose of providing the Services.

11.4 You agree to comply with applicable data protection laws in relation to any personal data provided to us or our partners.

11.5 For client websites using forms or collecting personal data, you are typically the data controller, and you must ensure appropriate privacy notices and data processing agreements are in place.

12. CONFIDENTIALITY

12.1 Both parties agree to keep confidential any information of the other party marked as confidential or which would reasonably be considered confidential.

12.2 This obligation does not apply to information that:

• Is or becomes publicly known other than through a breach of this clause.
• Was known to the receiving party before disclosure.
• Is required to be disclosed by law or regulatory authority.

12.3 This obligation survives termination of our agreement for a period of 3 years.

13. TERMINATION

13.1 Either party may terminate our agreement immediately if:

• The other party commits a material breach that is not remedied within 14 days of written notice.
• The other party becomes insolvent or subject to similar proceedings.

13.2 Upon termination:

• You will pay all outstanding fees for services rendered up to the termination date.
• We will deliver to you any completed Deliverables for which payment has been received.
• Ongoing services such as hosting will cease unless alternative arrangements are made.

14. FORCE MAJEURE

14.1 Neither party shall be liable for delays or failures to perform obligations due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, cyberattacks, significant service outages, or shortages of transportation, facilities, fuel, energy, labour, or materials.

14.2 The affected party shall promptly notify the other party and take reasonable steps to mitigate the effects.

15. DISPUTE RESOLUTION

15.1 In the event of any dispute or claim arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter amicably through good faith negotiations. You shall notify us in writing as soon as reasonably possible regarding any issue.

15.2 If the parties are unable to resolve the dispute through negotiation within 30 days, they agree to explore mediation as a non-binding alternative dispute resolution method. The mediator shall be appointed by agreement of the parties or, failing agreement, by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation shall be shared equally by the parties.

15.3 If mediation is unsuccessful or not pursued, either party may pursue legal remedies available under the Governing Law.

16. COMPLAINTS HANDLING

16.1 If you are dissatisfied with our Services, please contact us at rob@bluepenguin.digital with details of your complaint.

16.2 We will acknowledge your complaint within 2 business days and provide a full response within 14 days. For complaints relating to Partnered Services, we will coordinate with the partner to address your concerns and keep you informed throughout the process.

16.3 If we cannot resolve your complaint to your satisfaction, you may have the right to refer the matter to an alternative dispute resolution service or to the partner's own complaints process where applicable.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms are governed by the laws of England and Wales.

17.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

18. GENERAL

18.1 Entire Agreement: These Terms constitute the entire agreement between us and supersede all previous agreements relating to the subject matter.

18.2 Assignment: You may not assign your rights or obligations under these Terms without our prior written consent.

18.3 Third Party Rights: No one other than a party to these Terms has any right to enforce any term.

18.4 Severability: If any part of these Terms is found to be invalid or unenforceable, the remainder shall remain valid and enforceable.

18.5 Waiver: A failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

18.6 Notices: Any notice given under these Terms shall be in writing and sent to the email or postal address provided by the other party.

18.7 Amendments: No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.

18.8 Independent Contractor: We are an independent contractor and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.

19. SPECIAL PROVISIONS

19.1 Charity Projects: We may, at our sole discretion, enter into partnership arrangements with registered charitable organisations. Under such arrangements, we may offer reduced or free website build costs, subject to the charity's budget and financial circumstances, as mutually agreed upon in a separate written agreement.

19.2 Partnership Projects: We may enter into mutual partnership arrangements with other businesses for collaborative projects. Such partnerships are intended to facilitate joint ventures, referrals, or shared project responsibilities. The specific terms for each partnership project shall be detailed in a separate, project-specific written agreement.

20. CHANGES TO THESE TERMS

20.1 We may update these Terms from time to time by posting the new version on our website.

20.2 Material changes to ongoing contracts will be communicated directly to affected clients.

20.3 Your continued use of our Services after changes to these Terms constitutes acceptance of the updated Terms.

21. CONTACT INFORMATION

21.1 Blue Penguin Digital is based in Yorkshire, United Kingdom.

21.2 You can contact us at:

• Email: rob@bluepenguin.digital
• LinkedIn: https://www.linkedin.com/company/blue-penguin-digital
• Discord: https://discord.gg/UfvSDbeJsy
• Facebook: https://www.facebook.com/people/Blue-Penguin-Digital-Digital-Excellence-Penguin-Style/61571782812415/

Last updated: 07th July 2025