Website Plan Agreement
This Website Plan Agreement is made between Ubie Ltd (Company No. 12380483) trading as Ubie Websites (“Ubie”, “we”, “us”) and the business customer identified in the Registration Form, quote, checkout, proposal, plan confirmation, or other written confirmation (“Client”, “you”). By submitting the Registration Form, paying the first invoice, or otherwise accepting the plan, you agree to this Agreement.
Definitions
“Agreement” means these terms together with the Registration Form and any schedules or appendices referenced.
“Registration Form” means the registration, quote, order form, proposal, checkout, plan confirmation, or other written confirmation agreed between the parties, including online registration, form submission, and email confirmation.
“Services” means the website, hosting, domain, email, support, and related services described in this Agreement and/or the Registration Form.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in England.
You confirm that you are acting in the course of business and not as a consumer.
Plan Details
You are purchasing the website plan identified in your Registration Form.
Your monthly fee, any setup fee, minimum term, renewal terms, included pages, included mailboxes, storage limits, amendment allowance, and any other plan-specific inclusions or restrictions will be as stated in your Registration Form.
Where your Registration Form includes specific limits, allowances, inclusions, or variations, those will apply in addition to these terms and, where clearly conflicting, will take priority to the extent of the conflict.
Services Provided
We will provide the Services under your selected website plan as described in this Agreement and the Registration Form.
You understand that deliverables, limits, scope, and support are as stated in this Agreement and the Registration Form.
You are responsible for supplying accurate content, instructions, approvals, and access promptly.
Any delays in providing content, feedback, approvals, access, payment, or Direct Debit setup may delay delivery.
We will not begin the website development or build process until all required materials reasonably requested by us have been provided, any setup fee has been paid in full and cleared, and a valid Direct Debit mandate has been successfully set up, unless otherwise agreed in writing.
For the avoidance of doubt, the first monthly payment does not need to be paid before build work starts. The first monthly payment will begin when the first draft of your website is completed.
Payment Terms
You agree to pay the fees stated in the Registration Form and any additional agreed fees stated in writing.
Payments are collected monthly by Direct Debit unless otherwise agreed in writing.
We will normally issue monthly invoices on or around the 16th day of each calendar month unless otherwise stated in writing.
Each monthly invoice is due on the 1st day of the following calendar month unless otherwise stated in writing.
We will normally request Direct Debit collection for the due date shown on the invoice.
The actual date on which payment is taken from your bank account may vary slightly due to weekends, bank holidays, Bacs processing cycles, payment provider processing times, software or systems issues, or other matters outside our reasonable control. This does not affect your obligation to pay the invoice in full.
The first monthly payment will start as soon as the first draft of your website is completed. We will normally issue the first monthly invoice at that point, and that invoice will be due on the 1st day of the following calendar month unless otherwise stated in writing.
If a Direct Debit payment fails, is returned unpaid, is cancelled, or remains unpaid after the due date, you authorise us to automatically retry collection using the existing Direct Debit mandate, provided this is done in accordance with the Direct Debit rules and these terms.
We may also combine any overdue monthly fee, failed payment administration fee, and any other sums properly due under this Agreement into a later collection, where permitted and after any required advance notice.
Failure to make timely payments may result in restriction, suspension, or termination of Services.
Ubie Ltd currently operates as a non-VAT registered business. If Ubie Ltd becomes VAT registered, VAT will be charged on applicable goods and services from the effective date and shown on invoices. We will provide reasonable notice of any VAT-related change.
Direct Debit Advance Notice
This Agreement, the Registration Form, and any plan confirmation email may set out the Direct Debit amount, intended collection timing or collection rule, and frequency of collection. Together, these form the initial advance notice for payments collected in accordance with those details.
Unless otherwise agreed in writing, our standard billing approach is that monthly invoices are normally issued on or around the 16th day of each month and are due on the 1st day of the following month, with Direct Debit collection normally requested for that due date.
Where a Direct Debit collection is made in the same amount, on the same date, or in accordance with the same collection rule and frequency already stated, no further separate advance notice is required.
If there is any change to the amount, frequency, or underlying collection rule, we will give advance notice in accordance with the Direct Debit rules and will normally aim to give at least 10 working days’ notice unless a different period is agreed.
Where a payment fails, is returned unpaid, is cancelled, or an invoice remains overdue, we may automatically retry collection using the existing Direct Debit mandate, provided any required notice is given.
You are responsible for ensuring sufficient cleared funds are available in the nominated account.
Price Review and Changes to Terms
After the minimum term, we may change fees on the rolling monthly contract by giving at least 30 days’ written notice.
Fees are fixed during the minimum term unless you request or cause a change in scope or requirements, or a specific increase mechanism is stated in writing and the required notice is given.
We may update administrative processes such as billing systems, invoice matching, billing email addresses, support systems, or operational workflows provided this does not materially reduce the core Services.
Any material change to this Agreement requires written agreement or will apply from renewal.
Service Availability and Maintenance
We will use reasonable care and skill to provide the Services, but the Services may be temporarily unavailable due to maintenance, upgrades, third-party incidents, network issues, security events, or other causes beyond our reasonable control.
We may perform planned or emergency maintenance and, where reasonably practicable, will aim to minimise disruption.
We do not guarantee leads, sales, conversions, rankings, revenue, or any commercial outcome.
Elements of the Services depend on third parties, and our obligations in relation to third-party failures are best efforts only.
Support
Ongoing technical support after launch is primarily delivered via our support documentation and support pages.
Where further help is needed, you may submit a support ticket via our support site or another support channel notified by us from time to time.
Unless otherwise stated in writing, support is provided during standard UK Business Days and hours.
Any response times or targets discussed are indicative only. We do not guarantee response times or resolution times.
We will prioritise urgent cases first. An urgent case generally means a complete website outage, severe functional failure affecting core operations, or a security incident.
Content changes and other non-critical requests are handled in turn.
You must provide clear details and cooperate with troubleshooting steps to enable support.
Amendments and Revisions
Any included amendment allowance after launch will be as stated in the Registration Form. Unless otherwise stated in writing, such allowance applies only to minor amendments that are low frequency and within scope.
Where the Registration Form allows roll-over of unused amendment time, any such roll-over will apply only as expressly stated there.
The monthly fee does not include major design changes, page rebuilds, new templates, rebranding, new functionality, custom development, integrations, complex tracking, advanced SEO campaigns, marketing work unless included, urgent or out-of-hours work, or content creation unless included in writing.
Where requested work is outside scope or exceeds included time, we may quote a one-off fee, propose a plan upgrade, or decline the request.
Unless otherwise agreed in writing or stated in the Registration Form, new website builds include up to 2 design review rounds and up to 3 content review rounds, provided feedback is supplied as consolidated lists.
Included revision rounds are intended for refining the agreed design direction and correcting or adjusting content. Requests that change the agreed design direction or require significant rework are treated as out of scope.
Paid Software, Licences and Renewals
If you request functionality requiring paid software, plugins, themes, extensions, APIs, or other third-party tools not included in your plan, you are responsible for those costs unless agreed otherwise in writing.
Licences may be held in your account or our account where permitted. If held in our account, your right to use them may end when this Agreement ends unless transferable.
If required third-party services or licences are not renewed or paid, related features may stop working and we are not liable for failures caused by non-renewal or non-payment.
Late Payment, Failed Payments and Chargebacks
Monthly invoices are due on the date stated on the invoice. Unless otherwise stated in writing, invoices are normally issued on or around the 16th day of a month, with payment due on the 1st day of the following month.
An invoice will be treated as overdue immediately after the end of the due date stated on the invoice.
If any invoice remains unpaid for 30 days after it becomes overdue, we may suspend Services associated with the account until the overdue balance is paid in full and cleared.
We may charge late payment interest and/or fixed compensation as permitted by applicable UK law for commercial debts, unless a different interest arrangement is stated in writing.
Where a Direct Debit payment fails, we may charge a £7.50 failed payment administration fee per failed payment to cover third-party charges and handling.
If you initiate a chargeback, card dispute, Direct Debit indemnity claim, or other reversal of funds, we may treat the relevant invoice or invoices as unpaid until resolved and cleared.
You remain liable for the invoice amount and may also be liable for reasonable third-party fees and administrative costs incurred by us in responding to the payment reversal, where permitted by law.
If our reasonable attempts to collect overdue sums are unsuccessful, we may take further action to recover the debt, including using a debt collection agency and/or issuing court proceedings.
Suspension
We may suspend Services if any invoice remains unpaid for 30 days after it becomes overdue, if you materially breach this Agreement and do not remedy that breach within 14 days of written notice, if we reasonably suspect unlawful activity, illegal content, a security incident, compromise, malware, phishing, spam, abuse, or other suspicious activity connected with the website, email, or Services, or if we are required to do so by law, regulator request, provider requirement, or to protect our systems, sender reputation, platform stability, or other customers.
Where suspension relates to security or risk, we may suspend immediately, with or without notice where necessary, while investigating.
During suspension, services such as hosting, email, DNS, admin access, and related services may be partially or fully unavailable.
If Services are suspended due to non-payment or a payment reversal, we are not required to restore Services until all overdue sums are paid in full and cleared, a valid Direct Debit mandate is in place unless otherwise agreed in writing, and where you are still within the minimum term, we may also require payment of the remaining minimum-term fees less any costs reasonably saved by us.
Termination
After the minimum term, either party may end the rolling monthly contract by giving at least 30 days’ written notice.
Either party may terminate immediately for material breach not remedied within 14 days of written notice, or immediately where the breach cannot be remedied.
If you terminate during the minimum term or stop paying during the minimum term, we may treat this as early termination by you and the remaining fees for the minimum term become immediately due and payable as a debt, less any costs we reasonably save by not providing the Services for the remainder of the minimum term.
We may terminate immediately where you are engaged in fraudulent or illegal activity relating to the Services.
Client Content and Legal Pages
You are responsible for ensuring all content you provide or approve is accurate, lawful, non-infringing, and compliant with any industry rules applicable to your business.
We may provide default template legal pages for convenience. These templates are general information only and are not legal advice.
You are responsible for reviewing and ensuring the legal adequacy of all legal pages and compliance text, including ensuring they reflect your data processing activities, cookies or trackers used, and business practices.
Where you request third-party scripts, trackers, or integrations, you are responsible for ensuring appropriate notices, consent mechanisms, and policies are in place.
Acceptance, Go Live and Deemed Approval
We will normally provide a staging link or preview environment for review before go live.
You must approve or provide consolidated feedback within 10 Business Days of receiving the staging link or other review request.
If you do not respond within the review period, the website will be treated as approved for go live or, if already live, treated as accepted, and we may proceed with launch and billing and support as normal.
Changes requested after go live are handled under the amendments and revisions terms above.
For billing purposes, “first draft” means the first substantial working draft of the website made available by us to you for review, whether by staging link, preview link, or another review environment reasonably selected by us.
Hosting Limits and Fair Use
Any hosting, storage, bandwidth, mailbox, or usage limits will be as stated in the Registration Form unless otherwise agreed in writing.
If limits are exceeded, we may require an upgrade or apply an additional fee for increased resources, with reasonable notice where practicable.
We may apply reasonable resource limits if a site materially affects performance of other sites or platform stability.
You may not use your own third-party hosting for Services sold as hosted by us unless agreed in writing.
Backups and Restore
We will take routine backups within our hosting environment in line with our standard operational practices unless otherwise stated in writing.
Restores are best efforts and are not guaranteed to be complete or successful in every scenario.
We are not responsible for loss of data or content to the extent caused by your actions, third-party plugins, themes, integrations, malware introduced via your credentials, devices, or third-party access, or issues outside our reasonable control.
You are responsible for maintaining independent copies of any critical business data and any required legal archives.
Security Responsibilities
You are responsible for keeping all credentials secure, using strong passwords and multi-factor authentication where available, and removing access for former staff or contractors.
Where you request third-party plugins, themes, or code, you acknowledge that vulnerabilities and compatibility issues can occur and we are not responsible for failures, security issues, or data loss caused by third-party items not supplied and managed by us.
We may take reasonable protective actions, including disabling plugins, blocking traffic, changing access, suspending sending, or taking a site offline, where there is evidence of compromise or material risk.
Email Services and Acceptable Use
Where email services are included, they may be provided using third-party infrastructure or providers.
Email accounts provided under this Agreement are for normal day-to-day business correspondence only.
You must not use the email service for bulk sending, newsletters, marketing campaigns, cold outreach, list email blasts, affiliate promotions, or any activity reasonably likely to generate spam complaints, high bounce rates, blacklisting, or reputational harm.
We operate a zero-tolerance policy for spam, suspected spam, or high-risk sending behaviour.
Where we reasonably suspect spam, abuse, compromised accounts, or activity that risks sender reputation or deliverability, we may immediately suspend inbound and/or outbound email services, or the entire account, without notice while investigating.
Email delivery is not guaranteed and may be affected by recipient server rules, spam filtering, blacklists, content, attachments, sending patterns, and other factors outside our control.
You are solely responsible for ensuring appropriate consent, lawful basis, and compliance for any email you send, and for maintaining list hygiene, bounce management, and complaint handling.
Third Party Services
We may use third-party services such as hosting providers, domain registrars, DNS providers, email services, analytics, and WordPress plugins. Where applicable, third-party terms may apply.
Domain Names and Cloudflare
If we register or manage a domain on your behalf, the domain will be held in our registrar account during the minimum term and while any invoices remain outstanding.
We will not provide access to the domain control panel, including DNS and email settings, unless otherwise agreed in writing.
Where the domain is managed by us, DNS and related security or performance settings may be managed via Cloudflare or an equivalent provider.
After the minimum term and once all outstanding amounts are paid, you may request transfer of the domain and we will cooperate within a reasonable time, subject to registrar processes.
We will not transfer domains while invoices are outstanding.
Access Levels and Ownership
To protect the platform and other customers, you will not be provided with server-level access, including FTP, SFTP, database access, root, SSH, or hosting control panel access, unless agreed in writing.
We retain control of hosting infrastructure and platform services.
You may be granted CMS access required for content management if included in your plan.
Services may be held in our supplier accounts during the minimum term and while invoices remain outstanding.
Leaving Ubie and Handover
You may request a handover only if the minimum term payments have been completed and there are no outstanding invoices or fees.
After the minimum term, you must provide at least 30 days’ written notice to request handover and cancellation.
Where technically feasible, we will provide an export of website files and a database export and will cooperate with domain transfer once paid in full.
We are not responsible for configuring the website on a new host, DNS or email setup outside our environment, or issues outside our environment.
Following termination and completion of handover, we may delete or disable services remaining in our environment after a reasonable period.
You are responsible for confirming successful migration before shutdown.
SEO Services
If the Registration Form states that SEO services are included, these may include basic on-page setup or other SEO-related work as described in writing.
We do not guarantee rankings, traffic, leads, or outcomes. External factors and third-party changes are outside our control.
SSL Certificate
We may provide SSL using Let’s Encrypt or an equivalent provider.
If a paid SSL is required, it must be requested before initiation and additional fees may apply.
Let’s Encrypt typically does not include warranties. Warranty-backed certificates require separate purchase.
Client Warranties
You warrant that you have the right to use and provide all materials supplied to us.
You will not use the Services unlawfully.
You will comply with laws applicable to your business, website content, claims or advertising, and email communications.
You will keep contact and billing details up to date.
You will not instruct us to implement changes creating legal, security, or reputational risk.
Indemnity
You shall indemnify us against losses, claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from your content, materials, or instructions, your products or services and compliance obligations, emails sent by or on your behalf, third-party scripts, trackers, or integrations requested by you, or your breach of this Agreement or law.
Footer Credit and Portfolio Use
We may include a small footer credit on your website, such as “Website by Ubie Websites”, linked to our website.
You may opt out of the footer credit at any time by contacting us in writing, and we will remove it within a reasonable time at no fee.
You grant us a non-exclusive, worldwide, royalty-free licence to use your business name, logo, and screenshots of your website solely for our portfolio, marketing, case studies, proposals, social media, and advertising.
You may opt out of portfolio or marketing use at any time by contacting us in writing.
Intellectual Property and Non Payment
You retain ownership of all materials you supply, including your branding, logos, text, images, and data.
We retain ownership of our pre-existing materials, systems, templates, code libraries, processes, and know-how used to deliver the Services.
Until all amounts due under this Agreement are paid in full and cleared, you receive a limited licence to use the website deliverables for your business, and we are not required to provide any transfer, release, or handover of files, domains, or services.
If you fail to pay amounts due, we may terminate the licence to use the deliverables and remove or disable access to the Services.
Data Protection
Each party will comply with applicable UK data protection law.
Where we process personal data on your behalf, the data processing terms in our agreement will apply.
Limitation of Liability
Nothing in this Agreement limits liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.
Subject to that, our total aggregate liability in any 12-month period is capped at 100% of the fees paid by you in the preceding 12 months.
Subject to that, we are not liable for indirect or consequential loss, loss of profit, loss of business, or loss of goodwill.
Confidentiality
Each party will keep confidential all non-public information received from the other party and use it only for the purposes of this Agreement. This obligation continues after termination.
Non Solicitation
During the term and for 12 months after it ends, you will not directly solicit for employment or engagement any employee or contractor of Ubie involved in providing the Services, except through general recruitment advertising not targeted at Ubie personnel.
Right to Refuse High Risk Work
We may refuse onboarding or requested changes where we reasonably believe they would create legal, compliance, security, payment, deliverability, or reputational risk.
Force Majeure
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including supplier failures, provider incidents, DNS or registry incidents, and cyberattacks.
Notices
Notices must be in writing and sent to the billing or admin email addresses used by the parties. Notices are deemed received on the next Business Day after sending unless a bounce-back indicates non-delivery.
General Business Terms
We may change our business address and will notify you of updated details.
We may subcontract any part of the Services.
You may not assign or transfer this Agreement without our written consent, not to be unreasonably withheld.
If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
This Agreement may be accepted electronically, including by online acceptance, email acceptance, or payment confirming acceptance.
Entire Agreement and Priority
This Agreement supersedes all prior discussions and agreements.
If there is any conflict between the Registration Form and this Agreement, the Registration Form will take priority only to the extent of the conflict, for example where it sets plan limits, pricing, term length, or inclusions.
Any variation must be agreed in writing, except as expressly permitted by this Agreement.
Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.