Last updated: June 2026

Provider: Winston Web Co Ltd (Company No. 15016093), registered in England and Wales

Client: The individual or business completing the payment or entering into this Agreement

Effective Date: The date on which the first payment is submitted via invoice, email link, or Stripe

Default Terms: These Terms apply to all website build and management engagements unless alternative terms are expressly agreed in writing at the point of sign-up. Paused, cancelled, and renewed subscriptions will automatically be governed by the latest version of these Terms in force at that time.

1. Definitions

In these Terms, the following terms have the meanings set out below.

"Agreement" means these Terms, together with any proposal, scope of work, invoice, or onboarding documentation agreed between the parties in writing.

"Build Fee" means the one-time fee payable by the Client for the design and build of the website, as specified in the relevant invoice, proposal, or checkout.

"Client" means the individual or business named on the invoice, Stripe subscription, or payment record.

"Complimentary Build" means a website build provided without a Build Fee, as agreed in writing between the parties.

"Effective Date" means the date on which the Client's first payment is received or confirmed.

"Go-Live Date" means the date on which the website is published and made publicly accessible.

"Management Fee" means the monthly fee payable by the Client for ongoing hosting, maintenance, and support, as specified in the relevant Stripe subscription or invoice.

"Platform" means the website building and hosting platform used by the Provider, currently Duda or equivalent.

"Provider" means Winston Web Co Ltd, a company registered in England and Wales (Company No. 15016093).

"UK GDPR" means the UK General Data Protection Regulation as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

"Website" means the website designed, built, and hosted by the Provider for the Client under this Agreement.

2. Agreement to Terms

2.1 By submitting payment or otherwise instructing the Provider to commence work, the Client confirms that they have read and understood this Agreement, accept the scope of work and payment obligations, and agree to all clauses below. This Agreement becomes legally binding upon payment or written confirmation of instruction to proceed.

2.2 If the Client is accepting these Terms on behalf of a company or other legal entity, they confirm they have the authority to bind that entity.

2.3 These Terms apply as the default terms for all website build and management engagements unless alternative terms are expressly agreed in writing between the parties at the point of sign-up.

2.4 Where a subscription is paused, cancelled, and subsequently restarted, or renewed after a period of inactivity, the latest version of these Terms in force at the time of restart or renewal shall apply automatically.

3. Build Fee and Payment Structure

This Agreement covers all of the following payment structures. The applicable structure will be confirmed in the relevant proposal or invoice.

3.1 Full upfront payment: Where the Build Fee is paid in full before work commences, all files, design assets, and the completed Website are the Client's property on delivery.

3.2 Split payment (50% upfront / 50% on completion): Where payment is split, 50% of the Build Fee is due before work commences and the remaining 50% is due on completion, before the website goes live. The website will not be published, transferred, or handed over until the final payment is received in full. If the final payment is not received within 14 days of the completion notice, the Provider reserves the right to suspend work, and the initial 50% deposit will be retained to cover work already completed.

3.3 Complimentary build: Where the Provider agrees in writing to waive the Build Fee, the website is provided as part of a monthly management arrangement. Ownership of the Website transfers to the Client on the Go-Live Date, subject to clause 3.4.

3.4 Minimum service term for complimentary builds: A Complimentary Build is provided on the basis of the Client maintaining an active ongoing service agreement with the Provider (which may include website management, SEO, or paid advertising management) for a minimum of 12 months from the Go-Live Date. If the Client terminates or cancels all active services with the Provider within this 12-month minimum period, the Provider reserves the right to invoice the Client for the Build Fee at the Provider's then-current standard rate. This clause does not apply where the Provider terminates the Agreement due to its own default.

3.5 All fees are exclusive of VAT, which will be charged at the prevailing rate where applicable.

4. Monthly Management Fee and Billing

4.1 The monthly Management Fee is as specified in the relevant Stripe subscription, invoice, or service proposal. It covers the services set out in clause 10.

4.2 The Management Fee is billed monthly in advance by Stripe subscription, direct debit, or card payment. Payment is due on the billing date each month.

4.3 Invoices and automated billing records are provided via Stripe or by email. Where payment is not received within 7 days of the due date, the Provider reserves the right to suspend hosting and management services without further notice until the outstanding amount is received.

4.4 The Provider reserves the right to review and adjust the Management Fee with at least 30 days' written notice. Continued use of the service after the effective date of any change constitutes acceptance of the revised fee.

4.5 The Provider reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5. Website Delivery and Milestones

5.1 Following receipt of the initial payment (or written confirmation to proceed on a complimentary build), the Provider will commence work and agree a project timeline with the Client.

5.2 Timelines are estimates based on the Provider's workload and the Client's timely provision of content, feedback, and approvals. The Provider will not be held liable for delays caused by the Client's failure to supply materials or approvals.

5.3 The Client will be given the opportunity to review the Website before it goes live. A reasonable number of revisions are included within the agreed scope. Revisions that fall outside the agreed scope may be quoted separately.

5.4 The website is considered complete and ready for go-live once the Client has approved the final design and content. Where a Client is unresponsive for 14 or more consecutive days after a review has been sent, the Provider may treat the website as approved and proceed accordingly.

5.5 By approving the website for go-live (or by allowing it to go live by non-response under clause 5.4), the Client accepts responsibility for all published content.

6. Term and Cancellation

6.1 The monthly management agreement remains active for as long as the Client uses the Provider's hosting, platform, or technical infrastructure.

6.2 Either party may cancel the monthly management service by giving at least 30 days' written notice.

6.3 Management Fees remain payable in full throughout the notice period, including where access is restricted or the Client reduces its engagement.

6.4 Cancellation of monthly management may result in the loss of hosting, SSL, and technical support unless the Client opts for a website transfer as set out in clause 8. The Provider will notify the Client of the impact of cancellation within 5 working days of receiving notice.

6.5 Subject to clause 3.4 (complimentary build minimum term), there is no minimum contract period for the monthly management service beyond the initial 30-day notice period.

7. Ownership and Intellectual Property

7.1 Subject to clauses 3.1 to 3.4, full ownership of the website design, structure, copy, and associated files transfers to the Client once the Build Fee has been paid in full, or — in the case of a complimentary build — once the minimum management term conditions in clause 3.4 are satisfied.

7.2 The Provider retains all intellectual property rights in its frameworks, templates, proprietary methods, reporting tools, and pre-existing materials used in building the website. Use of these within the delivered website is licensed to the Client for as long as the monthly management agreement remains active.

7.3 Third-party content, images, fonts, plugins, and platform elements remain subject to their respective licences. The Client is responsible for ensuring continued compliance with applicable licences following any transfer.

7.4 The Provider may reference the completed website and the Client as a customer in its own marketing and portfolio materials unless the Client requests otherwise in writing.

8. Hosting, Platform, and Transfer

8.1 The website is hosted on the Provider's managed platform (currently Duda or equivalent). Hosting, SSL, CDN, and infrastructure are included in the monthly Management Fee.

8.2 If the Client wishes to self-host or migrate to an alternative platform, an export or migration may be possible but is subject to platform limitations and third-party restrictions. The Provider will use reasonable efforts to assist but cannot guarantee a full export in all cases.

8.3 Website transfers are subject to a transfer fee, as set out in Schedule A. The Provider will confirm the applicable fee and timeline on request.

8.4 The Provider is not responsible for platform limitations, technical constraints, or policy changes imposed by Duda or any equivalent third-party platform.

8.5 Domain name management is governed by Schedule A.

9. Client Obligations

9.1 The Client must:

(a) provide all required content, images, and materials in a timely manner;

(b) review and approve designs, content, and go-live requests within a reasonable timeframe — typically within 5 working days;

(c) maintain an active and valid payment method throughout the agreement;

(d) notify the Provider promptly of any changes to the business that affect the website, including changes to contact details, services, pricing, or operating hours; and

(e) ensure that any third-party accounts required for the website (such as Google Analytics or Google Business Profile) are accessible and up to date.

9.2 Delays caused by the Client's failure to provide content, approvals, or access may extend project timelines. Management Fees remain due throughout.

10. What's Included in Monthly Management

10.1 The monthly Management Fee includes:

(a) website hosting, SSL certificate, CDN, and technical infrastructure;

(b) up to 1 hour per month of content updates or minor design edits;

(c) platform and software updates;

(d) uptime monitoring (99% target uptime); and

(e) basic support via email during business hours (Monday to Friday, 10am to 4pm).

10.2 Monthly support time does not roll over to subsequent months. Unused time is not refunded or carried forward.

10.3 Additional edits, redesigns, new pages, or complex updates beyond the included hour may be scoped and quoted separately.

10.4 The specific Management Fee and any variation to the included services will be confirmed in the relevant Stripe subscription or proposal.

11. Legal Compliance and Content Responsibility

11.1 The Client is solely responsible for ensuring that all content published on the website — including offers, guarantees, pricing, claims, and testimonials — is accurate, truthful, and legally compliant.

11.2 The Client is responsible for ensuring that appropriate legal documents are in place on the website, including a privacy policy, cookies notice, and any terms applicable to their business.

11.3 The Provider may supply or suggest content as part of the build. The Client must review and approve all content before the website goes live. By approving the website (or allowing it to go live under clause 5.4), the Client accepts full liability for all published content.

11.4 The Client's website will process the personal data of visitors (including cookies, analytics, and enquiry forms). The Client is the data controller for this data and is responsible for ensuring their privacy policy and cookie notices are accurate and compliant with UK GDPR and the Privacy and Electronic Communications Regulations 2003.

11.5 The Provider is not responsible for any legal, regulatory, or financial consequence arising from the website's content or the Client's failure to maintain appropriate legal notices.

12. Third-Party Services and Integrations

12.1 The Provider is not liable for outages, restrictions, data errors, or changes to any third-party tools, plugins, or services used on or integrated with the website.

12.2 Where third-party plugin licences or subscriptions are required for website functionality, the cost will either be included in the Management Fee (if confirmed in writing) or billed separately and passed through to the Client.

12.3 The Client is responsible for maintaining any third-party accounts or subscriptions that are required for their website to function following any transfer of management.

13. Data Protection

13.1 In delivering website build and management services, the Provider may access the Client's website CMS, analytics platforms, and related tools. Where this involves personal data, the following applies.

13.2 The Client is the data controller for all personal data processed through their website, including visitor data, enquiry submissions, and analytics. The Provider acts as a data processor on the Client's behalf when accessing or managing such data.

13.3 The Provider will process personal data only as necessary to deliver the services and will not use it for any independent purpose.

13.4 The Provider will maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

14. Limitation of Liability

14.1 Nothing in this Agreement limits or excludes the Provider's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be excluded or limited by applicable law.

14.2 Subject to clause 14.1, the Provider will not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, even if the Provider was advised of the possibility of such losses:

(a) loss of profits, revenue, business, or contracts;

(b) loss of anticipated savings;

(c) loss or corruption of data;

(d) damage to reputation or goodwill; or

(e) any indirect or consequential loss.

14.3 Subject to clause 14.1, the Provider's total aggregate liability to the Client in respect of all claims arising under or in connection with this Agreement shall not exceed the greater of: (a) the total Build Fee paid; or (b) three months' Management Fees paid immediately preceding the event giving rise to the claim.

14.4 The Provider is not liable for any loss arising from: platform outages or third-party service failures; inaccurate or non-compliant client content published on the website; or the Client's failure to maintain appropriate legal notices.

15. Dispute Resolution

15.1 If a dispute arises under or in connection with this Agreement, the parties will first attempt to resolve it through good-faith discussion.

15.2 If the dispute cannot be resolved informally within 30 days, both parties agree to seek mediation through a mutually agreed mediator before commencing legal proceedings. The costs of mediation will be shared equally unless otherwise agreed.

15.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the courts without first following the steps above.

16. General

16.1 This Agreement constitutes the entire agreement between the parties relating to the website build and management services and supersedes all prior discussions, representations, and agreements on the same subject.

16.2 No variation of this Agreement is effective unless made in writing and confirmed by both parties, except as expressly permitted by clause 4.4.

16.3 If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect.

16.4 No failure or delay by either party in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy.

16.5 The Provider may assign or transfer its rights and obligations to a third party on reasonable notice. The Client may not assign or transfer its rights or obligations without the Provider's prior written consent.

16.6 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

17. Contact

All notices and queries should be directed to:

Winston Web Co Ltd

Company No. 15016093

Unit 5c, The Stables, Tusmore, Bicester, OX27 7SL

info@winstonweb.co.uk

Schedule A — Domain Name Management

This Schedule forms part of the Website Build and Management Agreement and governs domain names registered or managed by the Provider on the Client's behalf.

A1. Provider-Registered Domains

A1.1 Where the Provider has registered a domain name on the Client's behalf, the domain is held in the Provider's account until a transfer is requested and completed.

A1.2 The Client is the beneficial owner of the domain and may request a transfer at any time. Transfer is subject to a £25 + VAT administration fee, plus any outstanding renewal costs due at the time of transfer.

A1.3 The Provider will initiate the domain transfer within 5 working days of receiving the transfer request and full payment of applicable fees.

A1.4 On cancellation of monthly management services, the Provider will notify the Client of any upcoming domain renewal dates. If the Client does not request a transfer or renew the domain, the Provider is not obliged to renew it on the Client's behalf.

A2. Client-Managed Domains

A2.1 Where the Client manages their own domain (registered via a third-party registrar), the domain remains solely the Client's responsibility.

A2.2 The Client is responsible for ensuring their domain remains active and correctly pointed to the Provider's hosting platform throughout the agreement. The Provider is not liable for website downtime caused by domain lapses or DNS misconfiguration outside its control.

A3. Domain Renewals

A3.1 Domain renewal costs are the Client's responsibility, whether the domain is held by the Provider or by the Client directly.

A3.2 Where the Provider manages renewal on behalf of the Client, renewal costs will be passed through and invoiced separately. The Provider will give reasonable notice before any renewal date.