TERMS AND CONDITIONS

Effective: 10 May 2026 — supersedes the version dated 28 April 2025.

NOTICE TO USERS: These Terms and Conditions reflect ScopeSite's product range as of May 2026, including the Quote Calculator at scopesite.co.uk/pricing, Territory Command postcode-exclusive products, AI SEO retainers, and the four intent-led build paths. By instructing ScopeSite to begin work on a Service, you confirm you have read and accepted these Terms.

1. INTRODUCTION AND DEFINITIONS

1.1 Company Information

These Terms and Conditions ("Terms") constitute a legally binding agreement between ScopeSite LTD, a company registered in England and Wales (company number 16130355), trading as ScopeSite Digital Studios ("we", "us", "our", "ScopeSite", or "the Company") and the client or customer ("you", "your", or "Client") who engages our services.

1.2 Effective Date

These Terms are effective from 10 May 2026 and supersede all previous terms and conditions, including the version dated 28 April 2025.

1.3 Definitions

In these Terms, the following definitions apply:

"Add-On" means an optional feature, integration, or service that can be added to a Build or retainer at the prices listed in our Quote Calculator and at scopesite.co.uk/pricing.

"Agreement" means these Terms together with any Service Agreement, Statement of Work, accepted Quote, or other contractual document agreed between the parties.

"AI SEO Retainer" means our standalone monthly service to improve a Client's visibility in generative AI search engines (ChatGPT, Claude, Perplexity, Google AI Overviews and similar), priced at £750 setup plus £500 per calendar month.

"Build" means a website project delivered by ScopeSite, in one of two formats: (a) the Manage Yourself After Build option using Wix Studio (referred to internally as "clientManaged"), or (b) the Ultra Fast — AI Visible Premium Site option using server-side rendering (referred to internally as "SSR").

"Client Content" means any materials, information, data, images, text, brand assets, or other content provided by the Client to ScopeSite for use in connection with the Services.

"Confidential Information" has the meaning given in clause 13.1.

"Deliverable" means the final products, files, code, designs, or outputs to be provided to the Client as specified in the Service Agreement, excluding any Pre-Existing IP, Reusable Components, or third-party assets.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"License Buyout Fee" has the meaning given in clause 6.5.

"Live Promotion" means any time-limited offer, expiry date, promotional code, or discount-driven mechanism deployed via the Live Promotions add-on (clause 16.3).

"Pre-Existing IP" means any code, methodology, framework, library, design system, AI prompt, schema, integration pattern, or other intellectual property that ScopeSite created, owned, or licensed before commencing the Client's project, OR developed during the project for re-use across multiple clients.

"Quote Calculator" means the interactive pricing tool at scopesite.co.uk/pricing that produces guide quotes based on Client inputs.

"Reusable Component" means any module, function, schema, integration, calculation logic, or design pattern developed by ScopeSite during a project that is intended to be re-used across multiple clients. Reusable Components remain ScopeSite's Pre-Existing IP.

"Service Agreement" means any proposal, written quotation, signed Statement of Work, or other written document that sets out the specific Services to be provided, including timelines, deliverables, fees, payment term, and any agreed Add-Ons.

"Services" means the services provided by ScopeSite, which may include Wix Studio Builds, Ultra Fast SSR Builds, AI SEO Retainers, Territory Command, Custom Web Applications, Brand Identity work, Graphic Design, Long-Form Video, and any Add-Ons listed in clause 4 or in the Quote Calculator.

"Territory Command" means our postcode-exclusive lead-generation product as described in clause 15.

"AI Search Performance Score" means the proprietary AI visibility score generated by ScopeSite's internal scoring methodology (known internally as V.O.I.C.E.), which measures a website's discoverability, citability, and ranking in generative AI search engines including ChatGPT, Claude, Perplexity, and Google AI Overviews. The score is measured on a scale from 0 to 100. The methodology is also accessible via ScopeSite's standalone scanner product at canaifindme.online (CAFMO).

1.4 Acceptance of Terms

By engaging ScopeSite to provide Services — whether by signing a Service Agreement, accepting a quote in writing, paying a deposit invoice, or instructing work to commence — you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into this Agreement on behalf of a company or other legal entity, you warrant that you have the authority to bind such entity to these Terms.

1.5 Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

2. COMPANY INFORMATION

2.1 Company Details

ScopeSite LTD is a company registered in England and Wales (company number 16130355).

• Trading Name: ScopeSite Digital Studios
• Registered Office: 4 Horse Close Horse Close, Beckington, Frome, England, BA11 6SU
• Principal Place of Business: Frome, Somerset, United Kingdom
• Email: dan@scopesite.co.uk
• Telephone: 01373 311 339
• Director: Daniel Cartwright

ScopeSite LTD is not currently VAT registered.

2.2 Regulatory Compliance

ScopeSite operates in compliance with all applicable UK laws and regulations, including but not limited to:

• The Companies Act 2006
• The Consumer Rights Act 2015
• The Data Protection Act 2018 and UK GDPR
• The Electronic Commerce (EC Directive) Regulations 2002
• The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
• The Late Payment of Commercial Debts (Interest) Act 1998
• The Unfair Contract Terms Act 1977 (in relation to business-to-business contracts)

2.3 Communications

All notices and formal communications relating to these Terms shall be in writing and delivered by email to the address provided by each party, or by post to the registered office. For routine project communication, email and our designated client portal are deemed sufficient.

2.4 Business Hours

Our standard business hours are 09:00 to 18:00 Monday and Tuesday, 09:00 to 21:00 Wednesday and Thursday, 09:00 to 17:00 Friday, and 11:00 to 15:00 Saturday and Sunday. Services requiring urgent attention outside these hours may be subject to the Priority or Within 24 Hours surcharge set out in clause 7.2.

3. SERVICES AND DELIVERABLES

3.1 Services Offered

ScopeSite offers the following Services:

3.1.1 Wix Studio Builds (Manage Yourself After Build)

Client-managed websites built on the Wix Studio platform. After delivery and full payment, the Client can update content themselves without a developer. Priced according to the Quote Calculator (Starter, Professional, or Enterprise tier).

3.1.2 Ultra Fast SSR Builds (AI Visible Premium Site)

Hand-coded server-side rendered websites built on Next.js or equivalent modern frameworks. Includes auto-generated JSON-LD schema, AI SEO methodology bundled at no extra cost, and AI visibility tooling. Priced from £2,000 base with per-page increments to a £8,000 standard ceiling.

3.1.3 AI SEO Retainer

Standalone monthly service to improve Client visibility in AI search engines. Includes AI Search Performance scanning, schema optimisation, entity work, and citation development. £750 setup plus £500 per calendar month.

3.1.4 Territory Command

Postcode-exclusive lead-generation product. See clause 15 for full terms.

3.1.5 Custom Web Applications

Bespoke web applications, internal tools, dashboards, calculators, booking systems, and other software with significant business logic. Priced individually, subject to clause 6.4.2.

3.1.6 Add-Ons

Optional features added to a Build or Retainer, priced as published in the Quote Calculator (current as of the date of the Service Agreement). Examples include the Live Jobs Board with auto-schema (£1,999), Live Promotions (£1,500), AI Chatbot (£1,499), Smart Forms (£495), and others listed at scopesite.co.uk/pricing.

3.1.7 Brand Identity, Graphic Design, Long-Form Video

Creative deliverables with their own pricing as quoted at the time.

3.1.8 Other Services

Any other service agreed in writing in a Service Agreement.

3.2 Service Standards and Quality

3.2.1 Professional Standards

All Services are delivered to a professional standard, in accordance with industry best practices, with reasonable skill and care.

3.2.2 Best Efforts Basis

All Services are provided on a "best efforts" basis. ScopeSite does not guarantee specific commercial outcomes (lead volume, conversion rates, sales increases) except as expressly stated in the AI Search Performance Guarantee in clause 14.4.

3.3 Delivery Timelines

Project timelines provided in any Service Agreement are estimates only. Timelines may be affected by Client feedback delays, scope changes, force majeure events (clause 10.3), or third-party platform issues (clause 12).

3.4 Acceptance

Deliverables are deemed accepted unless the Client notifies ScopeSite in writing of specific issues within 7 days of delivery. For digital deliverables, "delivery" occurs when the Deliverable is made available for review, whether or not the Client chooses to access it.

3.5 Client Responsibilities

The Client shall:

(a) provide all necessary information, materials, brand assets, and approvals required for ScopeSite to perform the Services in a timely manner;

(b) ensure all Client Content provided is owned by the Client (or properly licensed to the Client), is not unlawful, defamatory, or infringing, and complies with applicable laws including data protection laws;

(c) review Deliverables promptly and provide consolidated written feedback within 5 business days unless an alternative timeframe is agreed;

(d) cooperate in good faith with ScopeSite throughout the engagement, including attending agreed meetings and responding to written queries;

(e) revoke ScopeSite's access to Client systems on completion of the Services if no ongoing Retainer or maintenance agreement is in place.

4. PRICING, QUOTES AND THE QUOTE CALCULATOR

4.1 Quote Calculator Output Is a Guide

The Quote Calculator at scopesite.co.uk/pricing produces guide prices only. Outputs from the Quote Calculator are not contractual offers. Final pricing is confirmed only in a written Service Agreement signed or otherwise accepted in writing by both parties.

4.2 AI-Generated Quotes Are Not Binding

Pricing or quotes produced by third-party AI systems (including ChatGPT, Claude, Perplexity, Google AI Overviews, Microsoft Copilot, or any similar service) reading our /llms.txt or /llms-full.txt files are not contractual offers from ScopeSite. AI systems may misinterpret pricing rules, perform calculation errors, or produce out-of-date estimates. Final pricing is confirmed only in writing by ScopeSite.

4.3 Published Pricing

Current Build pricing is published at scopesite.co.uk/pricing and is mirrored in machine-readable form at scopesite.co.uk/llms-full.txt. Pricing listed in those documents at the time a Service Agreement is signed forms the basis of the agreed fee, subject to any agreed Add-Ons or scope adjustments.

4.4 Pricing Subject to Change

ScopeSite reserves the right to amend published pricing for new Services or new Service Agreements at any time. Any agreed Service Agreement is locked at the prices in effect on the date the Agreement is signed. Pricing changes do not affect existing locked agreements.

4.5 Add-On Pricing

Add-Ons selected at the time of contracting are charged at the published price for that Add-On. Add-Ons added retrospectively (after contracting) may be charged at the published price OR at ScopeSite's tiered hourly rate (clause 7.2), whichever ScopeSite determines is appropriate based on the work involved. The Client will receive a written quote for any retrospective Add-On before work commences.

4.6 Currency and VAT

All fees are quoted and payable in British Pounds Sterling (GBP). ScopeSite is not currently VAT registered; should ScopeSite become VAT registered during a Service Agreement, VAT will be added at the applicable rate going forward and disclosed clearly on invoices.

5. PAYMENT TERMS

5.1 Build Payment Structures

5.1.1 Pay In Full

If the Client elects to pay in full, the project total is charged as a single payment at the same price as any other payment option. ScopeSite does not apply a discount, premium, or interest charge based on payment timing. All payment options reflect the same total project cost. Full payment is due on signing the Service Agreement and before any work commences.

5.1.2 Spread Payment Plans

Spread Payment Plans are offered at the same total project cost as Pay in Full. ScopeSite does not apply interest, credit premiums, or financing charges on Spread Payment Plans. The total cost is divided across the chosen term length (6 or 12 months). Spread Payment Plans are available to all entity types on the terms shown in the Quote Calculator and Service Agreement.

Illustration using a £4,000 Project Subtotal (figures are illustrative of division only):

5.1.3 Initial Payment for Spread Plans

The first monthly payment under any Spread Payment Plan is due immediately on signing the Service Agreement. Work commences upon receipt of the first payment.

5.1.4 SSR Monthly Floors

For Ultra Fast SSR Builds on a Spread Payment Plan (6 or 12 months), monthly payments cannot fall below the following minimum floors:

• 6 months: £600 per month
• 12 months: £400 per month

If a Client's calculated monthly figure falls below the floor for their chosen term, the floor applies (and the practical effect may be to shorten the term or adjust the plan as set out in the Quote Calculator).

5.1.5 Payment Option Availability

Pay in Full, Spread Payment Plans (where offered for the selected Build), and Pay Monthly Service (defined at §5.1.6) are available to Limited Companies, LLPs, sole traders, partnerships, and individuals, subject to eligibility in the Quote Calculator and Service Agreement.

5.1.6 Pay Monthly Service (formally: Website-as-a-Service / PAYG)

For certain Builds (as specified in the Quote Calculator or Service Agreement), ScopeSite may offer Pay Monthly Service — a subscription model (internally also referred to as Website-as-a-Service) designed for Clients who prefer managed monthly access. Pay Monthly Service is a continuous service agreement, not a regulated credit product.

5.1.6.1 Pay Monthly Service Tiers

Pay Monthly Service is offered across five tiers matched to the build type and complexity:

Available Products:

Pay Monthly Service is offered on the tier appropriate to the selected Build in the Quote Calculator, including Wix Studio Starter, Wix Studio Professional (6–10 pages), and Ultra Fast SSR Builds up to 20 pages, as published.

Pay Monthly Service is NOT available on Wix Studio Enterprise (11+ pages by default), Ultra Fast SSR Builds over 20 pages, Territory Command as a standalone selection, the standalone AI SEO Retainer-only path, or any Custom Web Application — unless expressly stated otherwise in the Service Agreement.

Add-Ons Available on Pay Monthly Service:

Clients on Pay Monthly Service may add the following Add-Ons at standard published prices, payable upfront on top of the applicable setup fee:

• Smart Forms (£495)
• AI Chatbot (£1,499)

Clients on Pay Monthly Service may NOT add: Live Promotions, Live Jobs Board, Members Areas, or any other Add-On not listed above. These remain available on Pay in Full or Spread Payment Plan Builds as published.

Where a Client selects Pay Monthly Service:

(a) Nature of Agreement: This is a subscription agreement for a managed website service, not a hire-purchase agreement or regulated financing plan.

(b) Ownership: The Client is paying for a licence to use the Build and hosting services. ScopeSite retains 100% of all Intellectual Property Rights and ownership of the Build at all times. Clauses 6.3.1 and 6.3.2 (IP Transfer on full payment) do NOT apply to Pay Monthly Service agreements.

(c) Term, Minimum Term, and Cancellation: See §5.1.6.2.

(d) Effect of Cancellation: Upon cancellation or failure to pay the monthly subscription fee, the Client's licence to use the Build immediately terminates, and ScopeSite may suspend and take the website offline.

(e) Buyout Option: If the Client wishes to own the Build outright and transfer the IP, they must purchase a License Buyout (as defined in clause 6.5), at the tier Buyout Fee set out in clause 6.5.4 and §5.1.6.1. ScopeSite will offer the buyout option at the point of cancellation. Previous monthly Pay Monthly Service payments do NOT count toward the buyout price.

(f) Site Recovery and Resale Rights: In the event that a Pay Monthly Service Client cancels their subscription and declines to purchase a Buyout, ScopeSite reserves the right to:

(i) take the Build offline immediately on cancellation;

(ii) permanently delete all Client Content (logos, written copy, images, brand assets, captured leads, customer enquiries, member data) within 30 days of cancellation. The Client acknowledges it is their sole responsibility to export any required business data or customer leads prior to submitting their cancellation notice;

(iii) retain the underlying technical asset (codebase, schema architecture, design system, hosting configuration, AI visibility work, and any Domain Authority or Page Authority accrued on a domain registered by ScopeSite);

(iv) re-brand, re-purpose, and resell the technical asset and any ScopeSite-registered domain to a new client, provided the asset is completely stripped of the original Client's Intellectual Property and identifiable brand assets prior to resale;

(v) where the original Client supplied their own pre-existing domain, ScopeSite makes no claim to the domain itself. The Client retains that domain and may take it elsewhere.

The Client warrants that they understand and accept the foregoing as a fundamental condition of accessing Pay Monthly Service. The Client acknowledges that the subscription fee reflects ScopeSite's retained right to recover and re-monetise the underlying technical asset in the event of Client cancellation.

(g) AI Search Performance Guarantee: Clause 14.4 applies to Pay Monthly Service Builds where an AI SEO Retainer or Territory Command is also active, on the same terms as committed retainer Clients. The Pay Monthly Service subscription itself is not a retainer.

(h) Data Protection Roles: Where Client Content includes Personal Data of the Client's own customers, end users, or contacts (e.g. captured via Smart Forms or AI Chatbot), the Client is the Data Controller and ScopeSite is the Data Processor under UK GDPR. The Client is solely responsible for compliance with their Controller obligations, including data subject access requests, and for exporting all such data prior to cancellation.

5.1.6.2 Minimum Term

All Pay Monthly Service subscriptions carry a 6-month minimum term from the Effective Date. After the 6-month minimum, the subscription continues on a 30-day rolling basis until terminated by either party on 30 days' written notice.

5.1.6.3 Buyout

The Client may elect to purchase the Build outright at any time after the 6-month minimum term has been served, on payment of the Buyout Fee applicable to their tier (§5.1.6.1). Previous Pay Monthly Service payments do not count toward the Buyout Fee. The Buyout Fee is a separate one-off acquisition charge.

5.1.6.4 Right to Strip on Default

In the event of three consecutive missed monthly payments and 30 days' written notice having been served on the Client without remedy, ScopeSite reserves the right to terminate the Pay Monthly Service subscription and recover the Build, including all components, schema, domain authority, and associated mechanics. ScopeSite may resell or repurpose the recovered assets at its sole discretion. The Client forfeits any prior Pay Monthly Service payments made up to the point of default.

5.2 Retainer Payment Structures

5.2.1 AI SEO Retainer

Monthly fee of £500, plus a one-off setup fee of £750. Minimum commitment of 6 OR 12 months, agreed at the time of signing. AI SEO is bundled at no monthly cost when included in an SSR Build (the £500/month is waived for the duration of any active SSR retainer or Territory Command).

5.2.2 Territory Command (Standard)

£750 setup plus £500 per calendar month. See clause 15 for full terms.

5.2.3 Territory Command (Premium)

£1,250 setup plus £750 per calendar month. See clause 15 for full terms.

5.3 Minimum Contract Periods

Minimum contract periods bind the Client for the full duration of the chosen term:

5.4 Accepted Payment Methods

Direct Debit (preferred for monthly), Standing Order, Bank Transfer, Payment Links, Credit/Debit Cards, Google Pay, and Apple Pay. ScopeSite does not accept cash or cryptocurrency.

5.5 Late Payments

5.5.1 Interest

Interest accrues on overdue invoices at 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5.5.2 Administration Fee

A £40 administration fee applies to each late payment in accordance with the Late Payment of Commercial Debts Regulations 2013.

5.5.3 Recovery Costs

ScopeSite may recover reasonable costs of collection, including legal fees, court costs, and debt collection agency fees.

5.6 Asset Freeze During Arrears

5.6.1 Notice Before Suspension

ScopeSite recognises that minor administrative delays in payment are a normal part of doing business, particularly with BACS clearance windows and accounting cycles. Accordingly, asset suspension is a measure of last resort, not a first response.

5.6.2 The Suspension Trigger

If a Client falls 14 days past due on any payment under this Agreement, ScopeSite will issue a written warning to the Client's primary contact and registered email address, identifying the overdue amount and providing 48 hours to either:

(a) settle the overdue payment in full; OR (b) propose a written payment plan that ScopeSite agrees in writing to accept.

If, after the 48-hour warning period expires, the Client has neither settled the arrears nor agreed a written payment plan, ScopeSite may suspend access to Services and freeze Client-facing assets, including but not limited to:

(a) the live website (which may be replaced with a holding page or 503 status); (b) the Live Jobs Board and any job listings posted through it; (c) Stripe Checkout and Live Promotions integrations (which may be paused, preventing new transactions); (d) Smart Forms, AI Chatbots, Members Areas, and Client Portals; (e) email captures, lead exports, and analytics dashboards; (f) CMS logins and editor access.

5.6.3 No Deletion During Freeze

Suspended assets are NOT deleted during the freeze period. The Client retains the right to restore access by paying all outstanding amounts plus any reasonable reactivation fee.

5.6.4 Escalation

After 60 days of continuous arrears with no communication or agreed payment plan in place, ScopeSite may proceed under clause 5.7.

5.7 Long-Term Non-Payment Consequences

After 60 days of continuous arrears with no agreed remedy, ScopeSite may:

(a) terminate the Service Agreement under clause 19; (b) invoice the full outstanding minimum-term amount as immediately payable; (c) revoke any license granted under clause 6; (d) erase website content and Client data after a further 14 days written notice; (e) return domain ownership to the Client where the domain is registered in the Client's name (and where outstanding fees are paid); (f) cease providing any Services until amounts are settled.

5.8 Early Termination and Acceleration of Debt

5.8.1 Retainers (AI SEO / Territory Command)

If the Client terminates a recurring Service during a minimum contract period, an early termination fee applies. This fee is calculated as 50% of the remaining value of the minimum contract period. The Client acknowledges that this represents a genuine pre-estimate of ScopeSite's unrecoverable costs, allocated resources, and lost scheduling capacity, and is not a penalty.

5.8.2 Spread Payment Builds

Where a Build has been delivered and the Client is paying via a 6 or 12-month Spread Payment Plan, the Client acknowledges that ScopeSite has already performed the Build work in full at the start of the Agreement.

If the Client terminates the Agreement early, or defaults on payment causing ScopeSite to terminate under Clause 19, the entire remaining balance of the Spread Payment Plan becomes immediately due and payable.

The Client explicitly agrees that this constitutes the acceleration of an existing corporate debt for services already rendered, not an early termination penalty. No Intellectual Property rights, licenses, or website assets will be transferred, handed over, or permitted to remain live until this debt is settled in full.

5.9 Refunds

5.9.1 Deposits and Initial Payments

The 25% deposit on one-off projects is non-refundable except where ScopeSite is unable to commence the agreed work due to circumstances solely attributable to ScopeSite.

5.9.2 Recurring Services

Payments for recurring services are non-refundable. No partial-month refunds are issued on cancellation.

5.9.3 Service Non-Performance

In the event of Service non-delivery solely attributable to ScopeSite, partial or full refunds may be issued at ScopeSite's discretion, proportionate to services not delivered.

5.9.4 Refund Processing

Approved refunds are processed within 14 business days using the original payment method where possible.

5.10 Consumer Cooling-Off (Distance Contracts)

5.10.1 Right to Cancel

Consumers (individuals acting outside their trade, business, craft, or profession) entering into a distance contract have the statutory right to cancel within 14 days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

5.10.2 Waiver to Commence Work

If a consumer Client requests work to commence before the 14-day Cooling-Off Period expires, ScopeSite will provide a written waiver form which the Client must sign, acknowledging:

(a) the right to cancel within the Cooling-Off Period is lost if the service is fully performed within that period; (b) if the service is partially performed and the Client cancels within the period, the Client must pay for the value of services provided up to the cancellation date.

No work commences until the waiver is signed and returned.

5.10.3 Exercising Cancellation

To cancel, the consumer must inform ScopeSite by email or post before the 14-day period expires.

6. INTELLECTUAL PROPERTY AND OWNERSHIP

6.1 General Principle

Intellectual Property in Deliverables transfers to the Client only on receipt of full and final payment of all fees due under this Agreement (and any applicable License Buyout Fee or IP Transfer Fee, where required). Until that point, the Client holds a license to use the Deliverables on the terms set out below.

6.2 Default Position — License To Use

Unless the Service Agreement explicitly includes "IP Transfer" or "Intellectual Property Assignment" as a line item, the Client receives a perpetual, non-exclusive, non-transferable, revocable license to use the Deliverables for their intended business purpose, conditional on:

(a) payment of all invoices in full; (b) compliance with these Terms; (c) ongoing maintenance, hosting, or retainer fees being current where applicable.

Under this license, the Client may use, display, and operate the Deliverables for their own business operations. The Client may NOT sell, sublicense, transfer, assign, white-label, or commercially distribute the Deliverables. The Client may NOT claim ownership of, or register any Intellectual Property Rights in, the Deliverables. The Client may NOT modify the underlying code, design, or architecture without ScopeSite's written consent.

ScopeSite retains all Intellectual Property Rights in the Deliverables until paid in full as set out in clause 6.1.

6.3 Build-Specific Provisions

6.3.1 Wix Studio Builds (Manage Yourself After Build)

On full final payment of the agreed fee:

(a) IP in the design, structure, copy, and content created specifically for the Client transfers to the Client; (b) ScopeSite retains all rights in Pre-Existing IP, Reusable Components, and methodology used in the build; (c) the Client may continue using the site, edit content via Wix Studio, and migrate to a new agency or Wix administrator without restriction; (d) the Wix subscription itself remains a separate matter between the Client and Wix.

6.3.2 Ultra Fast SSR Builds (AI Visible Premium Site)

On full final payment AND the absence of any active Spread Payment Plan or active Retainer:

(a) IP in the specific implementation transfers to the Client (design, content structure, and bespoke logic written for the Client); (b) ScopeSite retains all rights in Pre-Existing IP, Reusable Components, framework code, AI SEO methodology, schema generation logic, V.O.I.C.E. methodology, and any code components developed for use across multiple clients; (c) the Client may host the site with any provider and engage any developer to maintain it; (d) the Client may NOT extract ScopeSite's reusable code, methodology, or schema patterns for resale, sublicense, or commercial distribution.

During an active Spread Payment Plan, the Client receives a license under clause 6.2 only, and IP does NOT transfer until the final payment is made.

6.3.3 Custom Web Applications, Calculators, Portals, Booking Systems

For any Deliverable that:

(a) contains significant conditional logic or business rules; (b) processes, calculates, or transforms data beyond simple form submission; (c) could feasibly be repurposed, resold, or licensed as a standalone product; (d) took more than 10 hours of development time; or (e) is described in the Service Agreement as an "application", "system", "tool", "calculator", or "platform" —

the following terms apply on full final payment:

• the Client receives a non-exclusive, non-transferable license to use the Deliverable solely for their own internal business operations;
• ScopeSite retains full Intellectual Property Rights in the source code, architecture, logic, configuration, and any underlying calculation engine;
• the Client may NOT resell, sublicense, white-label, or commercially distribute the Deliverable;
• the Client may NOT claim to have created, developed, or own the Deliverable;
• the Client may NOT share, disclose, or demonstrate the underlying logic or configuration to third parties for the purpose of replication;
• the Client is entitled to their own business data processed by the system, but not the system itself;
• continued use beyond the original project requires either an active maintenance/retainer agreement or purchase of a License Buyout Fee or IP Transfer Fee.

6.3.4 Brand Identity and Graphic Design

Logos and Core Brand Identity: IP transfers automatically on full payment. The Client owns their logo, wordmark, brand guidelines, and core identity assets outright.

Marketing Materials and Collateral: Licensed for use in the Client's business. ScopeSite retains IP unless an IP Transfer is purchased separately. The Client may use materials freely for their own marketing but may not resell, sublicense, or claim to have created them.

6.3.5 Projects Intended for Client Commercialisation

If the explicit purpose of a project is to create a product, platform, or application that the Client intends to sell to end users, license to third parties, offer as a SaaS or subscription product, or otherwise commercially exploit beyond their own internal use:

(a) IP Transfer must be agreed and included in the Service Agreement from the outset; (b) the project fee will reflect the commercial nature of the engagement and may include a higher build fee, revenue share, royalty arrangement, or equity component; (c) milestone-based IP transfer tied to commercial success may apply; (d) ScopeSite will not undertake projects intended for Client commercialisation under standard service terms.

Any attempt to commercialise Deliverables created under standard service terms (without an explicit IP Transfer in the Service Agreement) constitutes a material breach of this Agreement.

6.4 Scope Evolution — Simple to Complex

If a project begins as a simple Deliverable (e.g., a basic form, landing page, minor automation) but evolves during development into a more complex system, the Intellectual Property provisions shall be determined by what the Deliverable has become, not what it was originally scoped or quoted as.

If a simple form becomes a complex application with conditional logic, integrations, and significant development time, it is treated under clause 6.3.3 (Custom Web Applications), regardless of how it was originally scoped or quoted.

ScopeSite will notify the Client in writing if a project has evolved to the point where IP treatment has changed. The Client may then:

(a) continue under the revised IP terms (licensed use, ScopeSite retains ownership); (b) purchase IP Transfer at the quoted fee; or (c) descope the project back to the original simple specification.

Selecting option (c) does not waive, reduce, or refund any fees for work already completed. The Client remains liable for all hours worked and costs incurred up to the point of descoping. Descoping determines only the final Deliverable and IP terms — it is not a mechanism to avoid payment for work performed. Any complex work completed prior to descoping remains ScopeSite's property and will not be delivered to the Client.

6.5 License Buyout Fee

6.5.1 Definition

A License Buyout Fee allows the Client to continue using the Deliverables independently of ScopeSite, without an ongoing maintenance, hosting, or retainer agreement, but does not transfer Intellectual Property Rights.

6.5.2 What License Buyout Includes

(a) Perpetual, irrevocable license to use the Deliverables; (b) Right to host the Deliverables with any provider; (c) Right to engage third parties to maintain or modify the Deliverables; (d) Handover of files required for continued operation.

6.5.3 What License Buyout Excludes

(a) Ownership of Intellectual Property Rights (ScopeSite retains these); (b) Right to resell, sublicense, white-label, or commercially distribute the Deliverables; (c) Source code or working files beyond what is necessary for operation; (d) Any ongoing support, updates, warranty, or AI Search Performance Guarantee from ScopeSite.

6.5.4 License Buyout Fee Formula

For Pay In Full or Spread Payment Builds (committed clients):

The License Buyout Fee is calculated as the greater of:

(a) twelve (12) months of the Client's most recent Retainer monthly fee; OR (b) 25% of the original Build fee.

For Pay Monthly Service (defined at §5.1.6):

A flat tiered License Buyout Fee applies per tier, reflecting the embedded value of the technical asset including AI visibility work and any accrued Domain Authority:

Pay Monthly Service Buyout Fees are flat fees and do NOT reduce by any monthly subscription fees previously paid. The Buyout Fee is in addition to the Setup Fee and any monthly subscription fees already paid.

Common Provisions:

The fee is quoted in writing and payable in full before the buyout takes effect. On receipt of the Buyout Fee in full, the Client receives the rights set out in clause 6.5.2 (Perpetual License). For full transfer of Intellectual Property Rights (not just license), see clause 6.6 (IP Transfer).

6.6 IP Transfer (Full Assignment)

Full transfer of Intellectual Property Rights is available as a separate purchase, included in the Service Agreement as a line item with an associated fee. The IP Transfer Fee is typically 50% of the original Build fee, or as separately quoted.

6.6.1 What IP Transfer Includes

On receipt of the IP Transfer Fee in full plus all Services fees in full:

(a) all Intellectual Property Rights in the final approved Deliverables created specifically for the Client transfer to the Client; (b) the right to modify, adapt, and build upon the Deliverables; (c) the right to transfer or assign the Deliverables to third parties; (d) full source code and working files (where applicable).

6.6.2 What IP Transfer Excludes

(a) Pre-Existing IP, frameworks, libraries, code components, AI prompts, schema patterns, V.O.I.C.E. methodology, and any other ScopeSite Reusable Components — these never transfer regardless of any IP Transfer Fee paid; (b) Reusable methodologies, processes, and know-how developed during the project; (c) Third-party components, plugins, or assets incorporated into the Deliverables (which remain subject to their own licenses); (d) Any ScopeSite proprietary platforms (V.O.I.C.E. scanner, ScopeBot, internal tools).

6.7 Pay Monthly Service Subscriptions

Where a Build is delivered under Pay Monthly Service (clause §5.1.6), IP and licence terms follow §5.1.6 and clause 6.5 as applicable.

Where a Build is paid via a Spread Payment Plan (6 or 12 months):

(a) NO Intellectual Property Rights transfer during the spread payment period; (b) the Client receives a license under clause 6.2 to use the Build while payments are current; (c) on completion of all spread payments, IP transfers per the Build-specific provisions in clause 6.3; (d) on early termination, no IP rights transfer and no license continues, unless a License Buyout Fee is paid; (e) Client data and content (text, images, brand assets) remain the Client's property at all times.

6.8 ScopeSite Proprietary Platforms

ScopeSite retains full Intellectual Property Rights in its proprietary platforms, including the V.O.I.C.E. scanner, AI SEO methodology, any internal CRM, calculation engines, schema generation systems, and any other software developed by ScopeSite. The Client receives a non-exclusive, non-transferable, revocable license to use these platforms during the term of any active Service Agreement, solely for the Client's internal business purposes.

6.9 Client Content

The Client grants ScopeSite a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services. The Client warrants ownership or proper licensing of all Client Content, and indemnifies ScopeSite against any third-party claims arising from the use of Client Content.

6.10 Third-Party Assets

The Client is responsible for licenses to third-party assets (stock images, fonts, plugins, third-party software) unless explicitly included in the Service Agreement. Where ScopeSite provides such assets, usage is limited by ScopeSite's license with the third-party provider.

6.11 Open-Source Software

Deliverables may incorporate open-source software components subject to their own licenses (e.g., MIT, Apache 2.0). The Client agrees to comply with these open-source licenses.

6.12 Portfolio Rights

ScopeSite may showcase Deliverables, screenshots, descriptions, and the Client's name and logo in its portfolio, website, marketing, and social media, unless the Client objects in writing before project commencement.

6.13 Pre-Existing IP

Each party retains ownership of its Pre-Existing Intellectual Property. Nothing in this Agreement transfers Pre-Existing IP.

7. REVISIONS AND CHANGE REQUESTS

7.1 Included Revisions

7.1.1 Builds

Two (2) rounds of revisions are included within the agreed scope and fee. A "round" is a consolidated list of feedback at a defined stage (e.g., after initial design presentation, after development).

7.1.2 Graphic Design

Two (2) minor tweaks per deliverable.

7.1.3 Social Media Management

One (1) tweak to the agreed monthly content plan per month.

7.2 Additional Revisions and Change Requests

7.2.1 Hourly Rate Structure

By submitting a Priority or Within 24 Hours request, the Client acknowledges and agrees to the surcharge applied.

7.2.2 Add-On Pricing vs Hourly Rate

For substantial additions corresponding to a published Add-On (e.g., adding the Live Jobs Board after the Build is complete), ScopeSite will quote the published Add-On price OR the hourly rate, whichever is appropriate, and confirm in writing before work commences.

7.2.3 Procedure

All change requests must be submitted in writing. ScopeSite provides an estimate; work begins only on written approval.

7.2.4 Maintenance Retainer Clients

Active Retainer clients receive priority response and bug fixes within their retainer scope. Tiered pricing applies to work outside the retainer scope. Coverage details vary; clients should request a copy of their agreement from support@scopesite.co.uk.

7.3 Scope Changes

Significant scope changes (new sections, fundamentally different design, new features outside original scope) require a written addendum, revised timeline, and revised fee, agreed in writing before work commences. Scope changes may invoke clause 6.4 (Scope Evolution) where applicable.

7.4 Client Feedback Timelines

Consolidated feedback is requested within 5 business days. Delays may impact project timelines.

8. CANCELLATION AND REFUNDS

This section is consolidated under clauses 5.7, 5.8, 5.9, 5.10, and 19. No standalone cancellation terms apply outside those clauses.

9. DATA PROTECTION AND PRIVACY

9.1 Compliance

Both parties comply with all applicable data protection legislation, including UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003.

9.2 Roles

ScopeSite is a Data Controller for Personal Data collected directly from Clients (contact details, billing information). ScopeSite is a Data Processor where it processes Personal Data on behalf of the Client (e.g., end-user data on Client websites, social media interactions, data within client portals).

9.3 Sub-Processors and AI Service Providers

9.3.1 Authorised Sub-Processors

The Client provides a general authorisation for ScopeSite to engage third-party sub-processors, including:

• Cloud hosting providers (Vercel, Cloudflare, AWS, or equivalent);
• Database services (Supabase, PostgreSQL hosts, or equivalent);
• Payment processors (Stripe, GoCardless, or equivalent);
• Email service providers (Brevo, MailerLite, Resend, or equivalent);
• AI service providers including OpenAI (ChatGPT/GPT models), Anthropic (Claude), Google (Gemini), Perplexity, and others used for content generation, schema generation, AI SEO services, or chatbot functionality;
• Analytics tools (Google Analytics, PostHog, or equivalent).

ScopeSite maintains a list of current sub-processors and notifies Clients of significant changes.

9.3.2 AI Processing of Client Data

Client Content may be processed by AI providers (OpenAI, Anthropic, Google) for the purposes of content generation, schema creation, AI SEO analysis, V.O.I.C.E. scoring, and chatbot operation. By engaging ScopeSite, the Client acknowledges:

(a) Client Content may be transmitted to these AI providers under their published API terms; (b) ScopeSite uses providers offering "no training" data settings where available (e.g., OpenAI API endpoints, Anthropic API endpoints); (c) ScopeSite does not knowingly submit Confidential Information to AI providers for training purposes; (d) the Client may request a list of which AI services process which categories of data.

9.4 Personal Data Breaches

ScopeSite notifies the Client without undue delay on becoming aware of a Personal Data Breach affecting Client data, providing sufficient information for the Client to meet reporting obligations.

9.5 Data Retention

Personal Data is retained only for the duration necessary to provide the Services or as required by law. On termination, data is deleted or returned per the Client's instructions, unless legally required to retain.

9.6 Data Transfers

ScopeSite does not transfer Personal Data outside the UK or EEA without prior written Client consent and appropriate safeguards (Standard Contractual Clauses or equivalent). AI provider transfers (e.g., to OpenAI's US infrastructure) are covered by their respective data processing addenda.

9.7 Privacy Policy

Full privacy details at scopesite.co.uk/privacy-policy.

10. LIABILITY AND INDEMNITY

10.1 Limitation of Liability

10.1.1 Unlimited Liabilities

Nothing limits or excludes ScopeSite's liability for:

(a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of implied terms under the Sale of Goods Act 1979 or Supply of Goods and Services Act 1982 (title and quiet possession); (d) any matter where exclusion or limitation is unlawful.

10.1.2 Financial Cap

Subject to clause 10.1.1, ScopeSite's total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the lesser of:

(a) £10,000 (ten thousand pounds sterling); OR (b) 100% of the total fees paid by the Client to ScopeSite in the twelve (12) months preceding the event giving rise to the claim.

This cap reflects the SME nature of the Services provided.

10.1.3 Excluded Losses

Subject to clause 10.1.1, ScopeSite is not liable for:

(a) loss of profit; (b) loss of sales, business, or anticipated revenue; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data, or information; (f) loss of or damage to goodwill; (g) indirect or consequential loss of any kind.

10.1.4 Client Failure

ScopeSite is not liable for delays or failures caused by the Client's failure to provide information, approvals, or content.

10.1.5 Third-Party Service Failures

ScopeSite is not liable for losses arising from third-party services, platforms, AI providers, or software, including failures, downtime, or terms changes, except where directly caused by ScopeSite's negligent selection or integration.

10.2 Indemnification

The Client shall indemnify ScopeSite against all liabilities, costs, expenses, damages, and losses arising from:

(a) any claim of third-party Intellectual Property infringement arising from ScopeSite's use of Client Content; (b) any claim by a third party arising from the Services or Deliverables to the extent caused by Client breach, negligence, or failure; (c) any claim by a third party arising from defective Client Content; (d) any Client breach of laws or regulations, including data protection laws.

10.3 Force Majeure

10.3.1 Definition

Neither party is in breach of this Agreement nor liable for delay or failure caused by events beyond reasonable control, including:

• acts of God, flood, drought, earthquake, fire, explosion;
• epidemic, pandemic, or public health emergency;
• terrorist attack, civil war, civil commotion, riot, war, armed conflict;
• government action, sanctions, embargo, export/import restrictions;
• labour disputes, strikes, industrial action, lockouts;
• non-performance by suppliers or sub-contractors (other than group companies);
• major outages of cloud infrastructure (AWS, Vercel, Cloudflare, Supabase, or equivalent);
• major outages of AI service providers (OpenAI, Anthropic, Google AI, Perplexity, or equivalent);
• major outages of payment processors (Stripe, GoCardless, or equivalent);
• internet backbone failure, widespread cyberattacks, DDoS attacks;
• critical third-party platform terms of service changes that prevent ScopeSite delivering the agreed Services.

10.3.2 Consequences

If a force majeure event prevents performance for more than 30 continuous days, the unaffected party may terminate by giving 14 days' written notice.

10.4 Insurance

ScopeSite holds Professional Indemnity Insurance and Public Liability Insurance. Details available on reasonable request. The Client should consider its own insurance needs.

11. SUBCONTRACTING AND THIRD-PARTY SERVICES

11.1 Subcontracting

ScopeSite may subcontract any part of the Services to qualified third parties. ScopeSite remains fully responsible for subcontractor work and confidentiality compliance. ScopeSite notifies the Client of significant subcontracting; individual subcontractor approval is not required.

11.2 Third-Party Services

The provision of Services may involve third-party services (hosting, CMS, social platforms, analytics, payment, AI APIs). The Client acknowledges these are subject to their own terms; ScopeSite is not responsible for their performance, availability, or policy changes.

12. PLATFORM AND AI SERVICE RISK DISCLAIMER

12.1 Reliance on Third-Party Platforms

Services may rely on third-party platforms including Wix, Next.js, Vercel, Cloudflare, AWS, Supabase, WordPress, Stripe, GoCardless, social media platforms, hosting providers, domain registrars, analytics tools, advertising platforms, and AI service providers (OpenAI, Anthropic, Google, Perplexity).

12.2 No Control Over Third Parties

ScopeSite has no control over the policies, features, functionality, availability, terms of service, or pricing of these third-party platforms. They may change algorithms, interfaces, terms, pricing, training data policies, or cease operations with little or no notice.

12.3 Disclaimer

ScopeSite is not liable for:

(a) changes by third-party platforms; (b) downtime or technical failures of third-party platforms; (c) suspension of Client accounts by third-party platforms (unless directly caused by ScopeSite negligence); (d) algorithm changes affecting performance (search rankings, AI citation rates, social reach); (e) AI provider model changes, hallucinations, or content errors; (f) AI provider data residency, training, or retention policy changes; (g) incompatibility from third-party updates.

12.4 Mitigation

ScopeSite makes reasonable efforts to mitigate third-party impacts and adapt strategies. ScopeSite cannot guarantee uninterrupted service when reliant on external platforms.

12.5 Client Responsibility

The Client must comply with the terms of all third-party platforms used in connection with the Services.

13. CONFIDENTIALITY

13.1 Definition

"Confidential Information" means all information disclosed by one party (Disclosing Party) to the other party (Receiving Party), orally or in writing, designated as confidential or reasonably understood as confidential. Includes business plans, technical information, product designs, customer lists, pricing, financial information, and the terms of this Agreement.

Excludes information that: (a) is or becomes public without breach; (b) was known to the Receiving Party before disclosure without breach; (c) is received from a third party without breach; (d) is independently developed.

13.2 Obligation

The Receiving Party agrees to: (a) protect Confidential Information with the same care it uses for its own (no less than reasonable); (b) not use Confidential Information outside the scope of this Agreement; (c) limit access to staff, contractors, and agents needing it for this Agreement, who are bound by equivalent confidentiality.

13.3 Permitted Disclosures

The Receiving Party may disclose if compelled by law, providing the Disclosing Party prior notice (where legally permitted) and reasonable assistance to contest.

13.4 Duration

Confidentiality obligations survive termination and continue for 5 years from disclosure, indefinitely for trade secrets.

13.5 Portfolio Exception

Section 6.12 (Portfolio Rights) applies. ScopeSite will not disclose Confidential Information beyond what is reasonably necessary to showcase work, unless otherwise agreed.

14. SERVICE LEVEL DISCLAIMER AND THE AI SEARCH PERFORMANCE GUARANTEE

14.1 General Disclaimer

Services are provided on a "best efforts" basis. Effectiveness depends on factors beyond ScopeSite's control, including market conditions, competitor activity, algorithm changes, and audience behaviour.

14.2 No Guarantees of Specific Outcomes

ScopeSite does not guarantee:

(a) specific search engine rankings or positions; (b) specific website traffic, lead volumes, sales conversions, or ROI; (c) specific social media engagement or reach; (d) success of any marketing campaign;

EXCEPT as expressly stated in clause 14.4 (AI Search Performance Guarantee).

14.3 SaaS Service Availability

Where ScopeSite provides SaaS access (V.O.I.C.E. scanner, internal tools), uptime target is 99.5% measured monthly excluding scheduled maintenance. No service credits unless agreed in a separate SLA.

14.4 AI Search Performance Guarantee (AI SEO Retainer Only)

14.4.1 The Promise

For Clients on an active AI SEO Retainer or Territory Command, ScopeSite guarantees an AI Search Performance Score of 80 or above. After an initial 3-month build-up window from retainer commencement, if the Client's AI Search Performance Score falls below 80 in any measured month, the Client pays nothing for that month.

14.4.2 Conditions (Failure to Meet Voids the Guarantee)

The guarantee applies only if the Client:

(a) implements all strategic recommendations issued by ScopeSite in writing; (b) makes no unauthorised technical modifications to the site (code, schema, plugins, CMS structure, content templates) without ScopeSite's prior written consent; (c) does not modify ScopeSite's published recommendations selectively; (d) does not engage another agency or freelancer to modify the site during the retainer period without ScopeSite's written consent; (e) provides timely access, content, and approvals required for ScopeSite to maintain the score; (f) maintains payment of all other invoices in good standing.

14.4.3 Score Measurement

The AI Search Performance Score is measured monthly using ScopeSite's proprietary scoring methodology (known internally as V.O.I.C.E.) on the first business day of each month. The score for that measurement is the score for that month.

14.4.4 Refund Mechanism

If the score falls below 80 in a measured month and all conditions in clause 14.4.2 are met, the retainer fee for that calendar month is waived. No refund is issued for partial months.

14.4.5 Termination of Guarantee

The guarantee ends on retainer termination, breach of conditions, or 12 consecutive months below 80 (where ScopeSite may terminate the retainer entirely under clause 19).

14.5 Support Response Times

Support requests via support@scopesite.co.uk. Acknowledgement target: 24 hours. Initial response target: 2 business days during standard business hours. Resolution times vary by complexity.

15. TERRITORY COMMAND SPECIFIC TERMS

15.1 Product Description

Territory Command is a postcode-exclusive lead-generation product. ScopeSite agrees to deliver an Ultra Fast SSR Build, AI SEO methodology, and ongoing optimisation, in exchange for a setup fee and monthly retainer.

15.2 Tiers

15.3 Postcode Exclusivity

15.3.1 Scope

ScopeSite grants the Client exclusive Territory Command coverage within the agreed postcode area for the agreed sector. ScopeSite will not sell Territory Command to any direct competitor in the same postcode and sector during the term.

15.3.2 Sector Definition

"Sector" is defined narrowly (e.g., "residential estate agency", "private dental practice", "MOT garage", "criminal solicitor") in the Service Agreement. Adjacent sectors are not excluded.

15.3.3 Geographic Scope

Postcode area is defined precisely in the Service Agreement (e.g., "BA11", "BS1", "central Bristol postcodes BS1-BS8") at the time of signing.

15.3.4 Exclusivity Loss

Exclusivity ends on: (a) termination of the Territory Command agreement by either party; (b) the Client falling 30+ days into arrears with no agreed remedy; (c) breach of clause 14.4.2 conditions by the Client.

On exclusivity loss, ScopeSite may sell Territory Command to another firm in the same postcode and sector with no obligation to the original Client.

15.4 Minimum Term

Territory Command has a 12-month minimum term from setup completion. Early termination fees apply per clause 5.8.

15.5 Ownership

Territory Command Builds follow clause 6.3.2 (Ultra Fast SSR Builds). IP transfers only on full final payment of all outstanding fees, including any remaining minimum-term retainer fees.

15.6 Post-Termination

On termination, the Client may: (a) license to use the site under clause 6.2 if all fees are paid; OR (b) purchase a License Buyout Fee under clause 6.5; OR (c) lose all rights to the site under clause 5.7 if in arrears.

Postcode exclusivity ends immediately on termination regardless of build ownership.

16. PROMOTIONS, OFFERS AND TIME-LIMITED PRICING

16.1 Offers Subject to Change

All ScopeSite promotional pricing, time-limited offers, package discounts, bundle deals, and introductory rates are subject to change or withdrawal without notice. Offers in effect on the date a Service Agreement is signed apply to that Agreement only.

16.2 Intro Pricing for New Clients

Introductory rates (e.g., first-month-free, reduced setup fees, bundle discounts) apply only to first-time engagements unless explicitly extended in writing.

16.3 Live Promotions Add-On (Client-Operated Promotions)

16.3.1 Description

The Live Promotions add-on (£1,500) provides Clients with the technical capability to run their own time-limited offers, expiry dates, and promotional codes via Stripe integration on their site.

16.3.2 Client Responsibility

The Client is fully responsible for: (a) the legality, accuracy, and honouring of any promotional offer they configure; (b) compliance with consumer law including Consumer Protection from Unfair Trading Regulations 2008 and Advertising Standards Authority codes; (c) honouring all promo codes generated and distributed; (d) clearly displaying offer terms, expiry dates, and exclusions; (e) any tax, accounting, or commercial consequences of promotional activity.

16.3.3 ScopeSite Liability for Live Promotions

ScopeSite is not liable for: (a) Client-misconfigured offers (wrong expiry, wrong discount, oversold quantities); (b) Stripe or payment processor disputes arising from Client-run promotions; (c) consumer law breaches resulting from Client-promoted offers; (d) loss of revenue from Client-applied discounts or promo codes.

ScopeSite is responsible only for the technical functioning of the Live Promotions infrastructure, not the content of promotions run on it.

16.4 Referral and Affiliate Rates

Where ScopeSite operates a referral or affiliate scheme, terms are published separately and may change without notice to the existing referral relationship.

16.5 AI Search Performance Guarantee Modifications

ScopeSite may modify the AI Search Performance Guarantee (clause 14.4) for new Service Agreements at any time. Existing Service Agreements retain the version of the guarantee in effect on signing.

17. CLIENT AUTHORITY

17.1 Authority

The individual accepting these Terms warrants they are at least 18 years of age and have full legal authority to bind the Client (individual, company, or legal entity) to this Agreement.

17.2 Verification

ScopeSite may request reasonable evidence of authority before commencing or continuing Services.

17.3 Primary Contact

The Client designates a primary contact authorised to provide instructions, approvals, and decisions. ScopeSite is entitled to rely on instructions from this contact.

18. UPDATES TO TERMS

18.1 Right to Update

ScopeSite may update these Terms to reflect product changes, legal updates, or business practice changes.

18.2 Notification

Notice of significant changes via email, website notification, or client portal. Updated Terms specify their effective date.

18.3 Continued Use as Acceptance

Continued use of Services after the effective date constitutes acceptance of the revised Terms.

18.4 Locked Service Agreements

Existing Service Agreements remain governed by the Terms in effect on signing. New Terms apply prospectively.

18.5 Material Changes

For material changes affecting Client rights, ScopeSite provides reasonable advance notice.

19. TERMINATION

19.1 Termination by Client

19.1.1 Notice

The Client may terminate by providing 30 days written notice, subject to minimum contract periods (clause 5.3).

19.1.2 Early Termination

Early termination during a minimum contract period invokes early termination fees per clause 5.8.

19.1.3 Procedure

Notice in writing to dan@scopesite.co.uk.

19.2 Termination by ScopeSite

19.2.1 For Convenience

ScopeSite may terminate by 30 days written notice (subject to delivering or refunding any committed work).

19.2.2 Immediate Termination

ScopeSite may terminate immediately by written notice if the Client: (a) fails to pay any amount and remains in default 14 days after written notice to pay; (b) materially breaches these Terms (irremediable, or remediable but uncured within 14 days of written notice); (c) repeatedly breaches these Terms; (d) becomes insolvent, enters administration, receivership, or liquidation; (e) engages in illegal, unethical, or reputation-damaging activity; (f) fails to provide necessary cooperation after reasonable requests; (g) fundamentally breaches the AI Search Performance Guarantee conditions (clause 14.4.2).

19.3 Termination by Either Party for Breach

Either party may terminate immediately for material breach (irremediable, or remediable but uncured within 14 days of written notice).

19.4 Consequences of Termination

19.4.1 Cessation

ScopeSite ceases providing Services.

19.4.2 Outstanding Payments

Client immediately pays all outstanding invoices and interest. ScopeSite invoices any unbilled work performed; Client pays immediately.

19.4.3 Property Return

Each party returns or destroys the other party's property and Confidential Information.

19.4.4 Data Handling

Per section 9.5.

19.4.5 Asset Handover (Subject to Full Payment)

On full payment of all outstanding fees and any required License Buyout or IP Transfer Fee, ScopeSite cooperates in handing over website files, domain names (where registered for the Client), and other Client-owned assets.

19.4.6 Asset Retention (Where Fees Outstanding)

Where fees remain outstanding, ScopeSite retains all Deliverables, code, schema, and ScopeSite-controlled assets per clause 6 and clause 5.7. No handover occurs until full settlement.

19.4.7 Accrued Rights

Termination does not affect rights, remedies, or liabilities accrued to the date of termination.

19.5 Survival

The following survive termination:

• Clause 6 (Intellectual Property)
• Clause 9 (Data Protection)
• Clause 10 (Liability and Indemnity)
• Clause 13 (Confidentiality)
• Clause 5.5 to 5.10 (Payment and Refund obligations)
• Clause 20 (Dispute Resolution)
• Clause 1.5 (Governing Law)

20. DISPUTE RESOLUTION

20.1 Governing Law

This Agreement is governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.

20.2 Negotiation

On dispute, parties enter good-faith negotiation. Either party may initiate by written notice. Best endeavours to resolve within 14 days of notice.

20.3 Mediation

20.3.1 Referral

Unresolved disputes proceed to mediation per CEDR Model Mediation Procedure.

20.3.2 Procedure

Mediator nominated by CEDR. Initiate by ADR notice. Mediation starts within 30 days of ADR notice.

20.3.3 Costs

Shared equally unless otherwise agreed.

20.3.4 No Court Proceedings Until Mediation Complete

No court proceedings until mediation has terminated or other party has failed to participate. Resolution process should complete within 45 days of initial notice unless agreed otherwise.

20.4 Consumer Statutory Rights Preserved

Where the Client is a Consumer (as defined under the Consumer Rights Act 2015), notwithstanding the mediation requirements in clause 20.3, the Consumer's statutory right to bring a claim in the Small Claims Court (or any other statutorily-protected dispute mechanism available to consumers) is not affected by the mediation requirement. ScopeSite acknowledges that forcing a Consumer into formal paid mediation as a precondition to accessing the courts would constitute an unfair contract term and is therefore unenforceable.

For clarity: this clause exists for the rare case where ScopeSite contracts with a Consumer despite the B2B-only acceptance warranty in clause 1.4. ScopeSite's standard service offering is B2B only.

20.5 Court Proceedings Exception

Either party may seek interim relief or commence court proceedings to protect rights, property, or for non-payment claims, notwithstanding mediation requirements.

21. GENERAL PROVISIONS

21.1 Entire Agreement

This Agreement (with any Service Agreement and Privacy Policy) constitutes the entire agreement, superseding all prior agreements and representations.

21.2 Severability

If any provision is invalid, illegal, or unenforceable, it is modified to the minimum extent necessary, or deleted if modification is impossible. Remaining provisions stay in force.

21.3 No Waiver

A waiver is effective only in writing. Failure to exercise a right does not waive it.

21.4 Assignment

Neither party may assign without written consent (not unreasonably withheld). ScopeSite may assign to a company acquiring substantially all its assets.

21.5 Notices

Written notices by hand delivery, pre-paid first-class post, next-working-day delivery, or email. Email sufficient for general notices; registered post required for legal disputes. Deemed received per standard rules (post: 9am second business day; email: time of transmission, or 9am next business day if outside business hours).

21.6 Relationship

No partnership, joint venture, or agency between the parties.

21.7 Third-Party Rights

No rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.

21.8 Counterparts

Executed in any number of counterparts, each constituting a duplicate, all together one agreement.

ScopeSite LTD (trading as ScopeSite Digital Studios)

Company Registration Number: 16130355

Registered Office: 4 Horse Close Horse Close, Beckington, Frome, England, BA11 6SU

Principal Place of Business: Frome, Somerset, United Kingdom

Effective Date: 10 May 2026

Questions about these Terms?

• Email: support@scopesite.co.uk
• Phone: 01373 311 339