DLR Media Limited · Updated 2026
Contents
Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business.
Change Order: has the meaning in Clause 6.1 (Change Control).
Charges: the sums payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details.
Conditions: these terms and conditions set out in Clause 1 (Interpretation) to Clause 12 (General) (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, the Conditions and the Schedule.
Contract Details: means the completed contract details entered into by the Supplier and the Customer and which accompany these Conditions and the Schedule, which shall specify whether the Customer is a Project-Based Customer or a Retainer-Based Customer.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer Materials: all materials, equipment and tools, drawings, specifications and data in any form whether owned by the Customer or a third party, which are supplied by the Customer to the Supplier in connection with the Services.
Data Protection Legislation: the UK Data Protection Legislation and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
Extended Term: any additional period in which the Supplier is to provide the Services to the Customer as defined in Clause 2.3 (Commencement and Term).
Initial Term: (a) in the case of a Project-Based Customer, the date of completion of the provision of the Services; or (b) in the case of a Retainer-Based Customer, the date of expiry of the initial period for provision of the Services as detailed in the Contract Details.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Project-Based Customer: a Customer receiving Services of a one-off or project based nature, as set out in the Contract Details.
Retainer-Based Customer: a Customer receiving Services on an ongoing basis or for a specified period of time, as set out in the Contract Details.
Schedule: the schedule annexed to these Conditions.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract as set out in the Contract Details.
Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Interpretation:
Clause and Schedule headings shall not affect the interpretation of the Contract.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
The Contract shall be binding on and ensure to the benefit of, the parties to the Contract and their respective personal representatives, successors and permitted assigns and references to any party shall include that party's personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes fax and email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
A reference to the Contract or to any other agreement or document referred to in the Contract is a reference of the Contract or such other agreement or document as varied (in each case, other than in breach of the provisions of the Contract) from time to time.
References to clauses and schedules are to the Clauses and Schedules of the Contract.
The Contract shall commence on the Services Start Date and shall continue for the Initial Term.
Where the Customer is a Project-Based Customer, unless the Contract is terminated earlier in accordance with these Conditions or the Schedule, the Contract shall terminate at the end of the Initial Term automatically without notice.
Where the Customer is a Retainer-Based Customer, unless and until the Contract is terminated earlier in accordance with these Conditions or the Schedule, the Contract shall automatically extend for one month (Extended Term) at the end of the Initial Term and at the end of each Extended Term.
The Supplier shall use reasonable endeavours to supply the Services in accordance with the Contract in all material respects.
The Supplier shall use reasonable endeavours to meet any performance dates specified in the Contract Details but such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of the Contract.
The Supplier shall use reasonable efforts to deliver the Services but shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices campaign offers, suspension or non-approval of accounts, or other matters beyond the Supplier's control or for other changes or discontinuation of search engines.
The Supplier shall not be liable for ensuring that the Services lead to a certain volume of traffic, number of clicks, registrations, leads, purchases, PR coverage or any related metrics.
Where applicable to the Services, the Supplier shall not be responsible for website URLs which have dropped or are excluded by a search engine for any reason.
The Customer shall:
If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
The Customer shall be responsible for ensuring the Customer Materials or any materials which have been approved by the Customer in relation to the Services do not contravene any legislation, regulations, marketing rules or any other third-party rights. The Supplier shall be entitled to reject and delete such material at its sole discretion.
The Customer shall not, without the prior written consent of the Supplier, at any time from the commencement of the Initial Term to the expiry of 24 months after the termination or expiry of the Contract, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until they have been agreed in writing by both parties.
The parties shall make reasonable efforts to agree to any changes proposed under clause 6.1.
Unless the parties agree otherwise in writing, in relation to the Deliverables:
Nothing in this Agreement transfers ownership of any underlying platform, framework, infrastructure or system used to create the Deliverables, including any third-party platform utilised by the Supplier.
In relation to the Customer Materials, the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials and the Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer.
The Supplier warrants, as far as it is aware, that the receipt and use of the Services and the Deliverables by the Customer and its permitted sub-licensees shall not infringe the rights, including any Intellectual Property Rights, of any third party.
The Customer warrants that the receipt and use of the Customer Materials in the performance of the Contract by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party.
The Customer shall retain ownership of its social media accounts.
In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges as stated in the Contract Details.
Where any deposit is due, as stated in the Contract Details, this must be paid in advance of the Services Start Date.
The Charges exclude the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services and the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time.
The Supplier may increase the Charges on an annual basis with effect from each anniversary of the Services Start Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.
The Customer shall pay each invoice submitted to it by the Supplier as soon as practicable on receipt and no later than 7 days of receipt, to a bank account nominated in writing by the Supplier from time to time.
Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under the Contract on the due date:
All sums payable to the Supplier under the Contract are exclusive of VAT and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
The Customer must adhere to the provisions of the Supplier's Privacy Policy, which shall be deemed to be incorporated into and form a part of these Conditions.
Both parties will comply with all applicable requirements of the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation and under the Contract, the Customer is the controller and the Supplier is the processor of the Customer's Personal Data which is processed by the Supplier on behalf of the Customer.
Without prejudice to the generality of Clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
The Supplier shall process personal data only on the documented written instructions of the Customer, ensure appropriate technical and organisational measures are in place, ensure that all personnel who have access to personal data are obliged to keep it confidential and notify the Customer without undue delay on becoming aware of a personal data breach.
The Customer consents to the Supplier appointing one or more third party processors of Personal Data under the Contract.
Either party may, at any time on not less than 30 days' notice, revise this Clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
The Customer acknowledges that where third-party platforms are used in the provision of the Services, the Customer remains solely responsible for ensuring that its use of such platforms complies with all applicable data protection and privacy laws.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or breach of the terms implied by section 11B of the Supply of Goods and Services Act 1982.
Subject to Clause 10.2, the Supplier's total liability to the Customer shall not exceed the amount of Charges paid or payable by the Customer to the Supplier in the 12 months preceding the event giving rise to liability.
The following types of loss are wholly excluded:
The Supplier shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which the Service is dependent or other deliveries from a third party.
The Supplier shall not be liable for any changes made without notice by the Customer or a third party to Customer domain names, websites, links, technical setup or other relevant infrastructure which affect the Services.
The Supplier shall not be liable for any loss arising from the use of third-party platforms, hosting providers or AI-generated outputs utilised in the provision of the Services.
Retainer-Based Customers may terminate the Contract by giving at least 28 days' written notice to the Supplier before the end of the Initial Term or the relevant Extended Term.
Retainer-Based Customers may terminate the contract prior to the expiry of the Initial Term or the relevant Extended Term, always subject to Clause 11.4.
Project-Based Customers may terminate the contract prior to the expiry of the Initial Term always subject to Clause 11.4.
In the event of early termination:
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract which breach is irremediable or fails to remedy that breach within a period of 30 days after being notified in writing to do so.
Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect if the Customer fails to pay any amount due under the Contract on the due date for payment, or if there is a change of control of the Customer.
Without affecting any other right or remedy available to it, the Supplier may terminate the Contract for any reason on giving 30 days' written notice to the Customer.
On termination of the Contract, the Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest. The Supplier shall on request return any of the Customer Materials not used up in the provision of the Services.
Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.
Subcontracting. The Supplier may subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. The Supplier shall remain responsible for all acts and omissions of its subcontractors as if they were its own.
Confidentiality. Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers to which the other party belongs.
Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
Assignation. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract. The Supplier may assign, novate, or transfer any of its rights and obligations under this Contract to any group company of the Supplier or any purchaser of the whole or any part of the Supplier's business.
No Partnership or Agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Third Party Rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) (Scotland) Act 2017 to enforce any term of the Contract.
Governing Law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with, the law of Scotland.
Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.
This Part of the Schedule shall apply where the Services set out in the Contract Details relate to social media, graphic design and content services.
In relation to its social media accounts, the Customer has sole responsibility for monitoring comments and messages, unless otherwise agreed by the parties in writing and for responding to emails promptly.
The Customer is responsible for ensuring its social media accounts are maintained, including ensuring its social media accounts are linked to a valid email address and telephone number, any locked accounts are unlocked and maintaining the security of social media accounts.
The Customer must review content on its social media accounts and alert the Supplier to any errors to that content or any changes it would like to be made to that content prior to such content being posted.
The Supplier shall not be liable for any loss of Customer data, followers or engagement, account status, or inaccurate information on the Customer's social media accounts.
This Part of the Schedule shall apply where the Services set out in the Contract Details relate to paid marketing services, including Google advertisements, Search Engine Optimisation ("SEO") and Meta advertisements.
When notified by the Supplier and in order that the Supplier can provide the Services, the Customer shall allow the Supplier access to and use of the Customer's relevant systems.
The Customer must notify the Supplier in advance of any alterations the Customer may make to the Customer's website(s) that may affect the Services.
The Customer acknowledges and accepts that regular, fresh content added to the Customer's website will help to improve the stability of rankings within search engines.
The Customer acknowledges and accepts that it is solely responsible for paying any advertising costs to the relevant platform.
1. Project Plan and Specification
The Supplier may provide the Customer with a website proposal and/or site map describing the proposed specification and structure of the Website. The Plan must be agreed in writing by the Customer before the Supplier will commence any design or development Services. The Customer is solely responsible for ensuring that the Plan contains full and accurate details of the Customer's functional, technical and business requirements and is fit for the Customer's intended purposes.
2. Change Requests
Any request by the Customer to amend the Plan, add functionality, or change the scope of the Services must be submitted in writing. The Supplier will review the Change Request and notify the Customer of whether the Change Request is accepted, any impact on the fees, any impact on timelines and any additional terms. No Change Request will be implemented until both Parties have agreed in writing.
3. Development, Completion and Launch
The Supplier shall notify the Customer in writing when the Website build is completed. Following Website Completion, the Parties shall agree a launch date.
4. Testing and Acceptance
The Customer shall have 14 days from the Launch Date to test the Website. Any failure of the Website to materially comply with the Plan must be notified to the Supplier in writing during the Acceptance Period. If no Defects are notified within the Acceptance Period, the Website shall be deemed accepted.
5. Content Responsibilities
The Customer is solely responsible for providing all text, images, logos, data and other content required for the Website, unless otherwise agreed in writing. The Customer warrants that it owns or has permission to use all Customer Content, the Customer Content does not infringe any third-party rights and the Customer Content is accurate, lawful and compliant with all relevant regulations.
6. Third-Party Plugins, Themes and Page Builders
The Supplier may use third-party software, plugins, extensions, themes, page builders, or external code libraries as part of the Website. The Customer acknowledges that Third-Party Tools may be subject to their own licences, fees, or renewal costs and the Supplier has no control over their functionality, performance, security, availability, or ongoing support.
7. Browser, Device and Platform Support
Unless expressly stated otherwise in the Contract Details, the Supplier will design and develop the Website to operate on the latest major release and the immediate previous release of Chrome, Firefox, Safari and Microsoft Edge and standard screen resolutions for commonly used desktop, tablet and mobile devices.
8. Warranties
The Supplier warrants that it will provide the Services with reasonable skill and care, the Website will materially comply with the Plan at the time of acceptance and it will use reasonable efforts to remediate any Defects notified during the Acceptance Period. Except as expressly set out in this Agreement, all other warranties are excluded to the fullest extent permitted by law.
9. SEO Disclaimer
The Supplier does not guarantee search engine rankings, performance of the Website on specific keywords, increases in traffic, leads, enquiries or revenue, or acceptance into or performance within any search engine platform.
10. Supplier Website Credit
If the Supplier wishes to include it, the Supplier may insert a discreet credit and link to www.dlrmedia.co.uk in the footer of the Website. This credit may only be removed with the Supplier's prior written consent.
This Part of the Schedule shall apply where the Services set out in the Contract Details relate to the registration or renewal of domain names.
All domain registrations are governed by the relevant registrant body organisation. The Supplier will adhere to the rules and regulations of the registrant body organisation at all times. In the UK for .uk domains, the relevant registrant body organisation is www.nominet.uk.
The Supplier will make reasonable efforts to register the Customer's chosen domain name, but does not warrant that a domain name is available or capable of registration.
Any administration or other charge relating to a domain name which has been paid by the Customer to the Supplier shall be non-refundable.
The Supplier shall not keep track of domain name renewals on behalf of the Customer. The Customer is solely responsible for ensuring that it is aware of the dates of renewal for its domain names.
The Customer agrees to pay an administration fee for releasing domain names of £25 (ex vat) per domain. This fee must be paid in full before the Supplier will release the domain name.
This Part of the Schedule applies where the Services set out in the Contract Details relate to website hosting ("Hosting Services").
1. Domain Configuration - The Customer must ensure that its domain name(s) at the relevant registrar correctly reference the Supplier's Hosting Services.
2. Cancellation - The Customer may cancel the Hosting Services by giving 28 days' written notice via email. Cancellation will take effect at the end of the current hosting term. No refunds will be issued for Hosting Services already provided.
3. Bandwidth Usage - The Customer will receive an automatic email notification if its bandwidth usage exceeds 80% of the allocated quota. If no additional bandwidth is purchased, the hosting system may automatically suspend the Website.
4. Customer Responsibility for Content - The Customer is solely responsible for all content, data, files and materials stored on or transmitted through its Website. The Customer must actively monitor any content available on or posted to its Website.
5. Prohibited Content - The Customer's Website must not contain, upload, distribute or promote any racist, hateful, discriminatory or prejudicial content; violent, malicious, obscene, or defamatory content; content relating to or supporting terrorism; HYIP, autosurf or similar high-risk investment schemes; illegal, infringing or otherwise unlawful content; or adult or pornographic content.
6. Breach of Content Requirements - If the Customer's Website contains any prohibited or unlawful content, the Supplier may suspend the Hosting Services, provide the Customer with up to 24 hours to remove the offending content, instruct the Customer to transfer the Website to an alternative hosting provider, and/or terminate the Hosting Services immediately.
7. Third-Party Scripts, Plugins & Integrations - The Supplier may, at its discretion, assist with third-party scripts, plugins, or integrations. The Supplier does not guarantee that any third-party tools will be compatible with the Hosting Services.
8. Hosting & Support (9:00am - 5:30pm) - During normal business hours, the Supplier will provide Support relating to server-level issues affecting availability, issues related to the Supplier's infrastructure and restoring the Customer's website from available backups. The following are excluded from Support: website content changes, edits or updates; issues caused by Customer Content, coding errors, malware; redesign, development, bug fixes; SEO, performance tuning; and problems caused by external factors such as domain misconfiguration.
9. Hosting Disclaimer - The Hosting Services are provided "as is" and "as available" and are subject to the limitations, availability and performance of any third-party hosting or platform providers used by the Supplier. The Supplier does not warrant that the Hosting Services will be uninterrupted, error-free, secure, or free from vulnerabilities.
This Part of the Schedule shall apply where the Services set out in the Contract Details relate to outbound prospecting services including but not limited to Dripify, Instantly and Pipeline Pro.
The Supplier may deliver outbound prospecting campaigns using lead lists and messaging sequences via third-party platforms.
Campaigns may be run using lead lists generated by the Supplier, lists provided by the Customer, or third-party data sources.
The Supplier may assist with setting up and launching campaigns but does not guarantee any specific results, including open rates, replies, engagement, leads, or conversions.
The Customer is solely responsible for reviewing and approving lead lists, email and LinkedIn message sequences, targeting criteria and overall campaign content prior to deployment.
For LinkedIn outreach, the Customer must provide access to their own LinkedIn account. The Customer acknowledges that use of automation tools may breach platform terms and carries a risk of account restriction or suspension. The Supplier accepts no liability in such cases.
The Customer is responsible for ensuring that all outreach activity complies with applicable laws and regulations.
The Customer must enter into a Data Processing Agreement (DPA) with the Supplier before services begin.
This Part of the Schedule shall apply where the Services set out in the Contract Details relate to media buying services.
Most media owners' rebate 15% of media costs incurred (exclusive of VAT) as a commission to the agency placing the business with them. Some media owners pay only 10% commission. The commission received by DLR Media Ltd from media owners generally meets a proportion of the cost of media planning and buying and the administration time involved in any particular project.
In the event of a media house commission being paid at the rate of less than 15% we reserve the right to "mark up" such commission rate to 15% and to charge the difference between the two commission rates to the client.
Depending on the nature of the services provided, an additional project management fee may also be charged as a retainer.
DLR Media Ltd purchases third-party media space and bookings from media owners and other suppliers on behalf of the Client. While DLR Media Ltd will use reasonable endeavours to confirm proposed dates, times, placements and other booking details, all such information is subject to the control and discretion of the relevant media owner or supplier and may change without prior notice. DLR Media Ltd accepts no liability for any errors, omissions, delays, or failure of advertisements to run as planned where such issues arise from the actions, errors, or omissions of the media owner or supplier.
1. Platform Dependency
The Customer acknowledges that certain Services, including website and application development, hosting, deployment, authentication, data storage and functionality, may be delivered using third-party platforms, including but not limited to Base44 ("Platform Providers") and the Customer acknowledges that the Services are dependent on such Platform Providers.
The Supplier has no control over the availability, performance, functionality, security or continued operation of any Platform Provider and shall not be liable for any loss, damage, delay or disruption arising from downtime or outages, suspension or restriction of services, changes to platform functionality, APIs, pricing or infrastructure, or termination of the Customer's or Supplier's access to the Platform Provider.
2. AI & Generated Code Disclaimer
The Customer acknowledges that elements of the Services may utilise artificial intelligence, automated systems, or machine-generated outputs. The Supplier does not warrant that any AI-generated or assisted output will be error-free, complete, secure, or suitable for any specific purpose. The Customer is responsible for reviewing, testing and approving all Deliverables prior to use.
3. No Warranty of Platform Security
The Supplier does not warrant that any Platform Provider, third-party integration, AI-generated configuration, or automatically generated security setting will be secure, error-free or suitable for the Customer's intended use case. The Customer is responsible for reviewing and approving all security-related settings and permissions.
4. Platform Suspension / Termination
The Customer acknowledges that Platform Providers may suspend, restrict or terminate access to applications, websites or services at their sole discretion. The Supplier shall not be liable for any loss arising from such suspension or termination, including loss of data, functionality, availability or business operations.
5. Data & Compliance Responsibility
The Customer is solely responsible for ensuring that any data collected, processed or stored through any Website or application complies with all applicable laws and regulations, including data protection, privacy and marketing laws. This includes maintaining a compliant privacy policy, obtaining lawful consent where required, ensuring lawful use of cookies, tracking and analytics tools and ensuring lawful processing of personal data.
5.1 Regulated & Sensitive Data - The Customer shall not use the Services to process, store or transmit any special category data, protected health information, payment card data, highly sensitive personal data or regulated information unless expressly agreed in writing by the Supplier.
6. Security Configuration Responsibility
The Customer acknowledges that applications and websites built using Platform Providers may require configuration of permissions, visibility settings, authentication controls, user roles, integrations and security rules. Unless expressly agreed otherwise in writing, the Customer is responsible for reviewing, approving and testing all such configurations prior to launch and during ongoing use of the Services.
7. Export, Migration & Platform Lock-In
The Customer acknowledges that applications and websites developed using Platform Providers may be dependent on proprietary systems, infrastructure or frameworks. The Supplier does not guarantee that any Deliverables can be transferred, exported or replicated to alternative platforms without additional development work. Any migration or redevelopment services shall be subject to a separate agreement and additional Charges.
8. Platform Changes
The Supplier shall not be liable for any impact on the Services caused by changes made by Platform Providers, including feature changes, removal of functionality, pricing changes, API or integration changes, or changes to AI models or system behaviour.
9. Platform Acceptable Use
The Customer must comply with any acceptable use policies, content restrictions or terms imposed by any Platform Provider used in connection with the Services.
10. No Guarantee of Continuity
The Supplier does not guarantee the continued availability of any Platform Provider or that the Services will remain available indefinitely. In the event that a Platform Provider discontinues or materially alters its services, the Supplier may propose alternative solutions, which may be subject to additional Charges.
Platform Replacement or Rebuild - If a Platform Provider becomes unavailable, unsuitable, or commercially impractical, the Supplier shall not be obliged to recreate or migrate the Deliverables without additional Charges.