Terms & Conditions

Last updated: 16 May 2026

1. About These Terms

These Terms and Conditions ("Terms") apply to all services provided by Wolds Digital Ltd ("we", "us", "our"), a company based in the East Riding of Yorkshire, United Kingdom, and to your use of our website at woldsdigital.com.

By engaging our services or using our website you agree to these Terms. If you do not agree, please do not proceed. These Terms do not affect your statutory rights.

For questions, contact us at hello@woldsdigital.com.

2. Our Services

Wolds Digital Ltd provides website development, AI software solutions, bespoke business application development, IT consultancy, and related digital services ("Services"). The specific scope of any engagement is agreed in a separate written proposal or statement of work ("Proposal").

We reserve the right to decline any project at our sole discretion.

3. Quotes and Proposals

All quotes and Proposals are valid for 30 days from the date of issue unless otherwise stated. A quote or Proposal does not constitute a binding agreement until both parties have confirmed acceptance in writing (including by email).

Quotes are based on the requirements provided at the time of enquiry. Changes to scope after acceptance may result in revised pricing (see Section 6).

4. Payment Terms

4.1 Fees

Fees are as set out in the agreed Proposal. All prices are exclusive of VAT unless stated otherwise. Where applicable, VAT will be charged at the prevailing UK rate.

4.2 Invoicing and Payment Schedule

Unless otherwise agreed in writing:

• Projects valued at £500 or more require a deposit of 50% before work commences, with the balance due on project completion.
• Ongoing retainer or support services are invoiced monthly in advance.
• Hourly work is invoiced on completion or at the end of each calendar month.

4.3 Late Payment

Invoices are due within 14 days of the invoice date. We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend work until outstanding invoices are settled.

5. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information, content, and feedback as reasonably required for us to deliver the Services.
• Ensure that any materials, data, or content you supply to us do not infringe any third-party intellectual property rights, data protection obligations, or applicable laws.
• Designate a suitable contact who is authorised to approve decisions relating to the project.
• Pay invoices in accordance with Section 4.

Delays caused by late provision of required materials or approvals may affect agreed timelines and could result in additional charges.

6. Changes to Scope

Any changes to agreed project scope ("Change Request") must be submitted in writing. We will assess the impact on timelines and cost and provide a revised estimate. Work on the Change Request will only begin once you have confirmed acceptance of the revised terms in writing.

7. Intellectual Property

7.1 Ownership on Full Payment

Upon receipt of full payment, we assign to you the intellectual property rights in the custom deliverables created specifically for your project (e.g. bespoke code, design files), except as set out below.

7.2 Our Pre-Existing IP and Tools

We retain ownership of all pre-existing intellectual property, including our own frameworks, libraries, tools, processes, and know-how. Where we incorporate these into your deliverables, we grant you a non-exclusive, perpetual licence to use them as part of the delivered work.

7.3 Third-Party Components

Where deliverables incorporate third-party software, assets, or licences, you are responsible for complying with the applicable third-party licence terms. We will notify you of any significant third-party components used.

7.4 Portfolio Rights

Unless you notify us in writing to the contrary before project completion, we reserve the right to reference the project and display non-confidential elements in our portfolio and marketing materials.

8. Confidentiality

Both parties agree to keep confidential any non-public information received from the other party in connection with the Services ("Confidential Information") and not to disclose it to any third party without prior written consent, except as required by law or to fulfil obligations under these Terms. This obligation survives termination of the engagement for a period of three years.

9. Warranties and Representations

We warrant that:

• Services will be performed with reasonable care and skill.
• We have the right to grant the licences and assignments described in Section 7.

We do not warrant that deliverables will be entirely free of defects or that websites or software will operate without interruption. We will use reasonable endeavours to correct material defects notified to us within 30 days of delivery at no additional charge.

We make no warranties about results, rankings, revenue, or business outcomes arising from our work, as these depend on factors outside our control.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total liability to you for any single claim or series of related claims arising from or in connection with the Services shall not exceed the total fees paid by you to us in the three months preceding the event giving rise to the claim.
• We shall not be liable for any indirect, consequential, incidental, or special loss or damage, including loss of profits, loss of business, loss of data, or reputational damage, even if we have been advised of the possibility of such loss.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

11. Termination

11.1 Termination by Either Party

Either party may terminate an engagement by giving 14 days' written notice.

11.2 Immediate Termination

We may terminate immediately if you fail to pay a due invoice within 14 days of receiving a written reminder, act in a way that is abusive or unlawful, or become insolvent.

11.3 Consequences of Termination

On termination, you shall pay all fees due for work completed up to the termination date. We will provide you with all completed deliverables for which full payment has been received.

12. Website Use

You may use our website for lawful purposes only. You must not:

• Use the site in any way that violates applicable laws or regulations.
• Transmit any unsolicited commercial communications or malicious code.
• Attempt to gain unauthorised access to any part of the site or its underlying systems.
• Scrape, harvest, or systematically collect data from the site without our prior written consent.

We reserve the right to restrict or terminate access to our website at any time without notice.

13. Third-Party Links

Our website may contain links to third-party websites. These links are provided for convenience only. We have no control over third-party content and accept no responsibility for it. Visiting linked sites is at your own risk.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, power outages, internet failures, government actions, or labour disputes. The affected party must notify the other promptly and resume performance as soon as reasonably practicable.

15. Changes to These Terms

We may update these Terms from time to time. The "Last updated" date at the top of this page will reflect any changes. Updated Terms apply to engagements entered into after the date of update. For ongoing engagements, material changes will be notified to you in writing with reasonable notice.

16. Governing Law and Disputes

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales. Both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Before commencing formal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct negotiation. If unresolved within 30 days, either party may pursue their legal remedies.

17. Entire Agreement

These Terms, together with any agreed Proposal, constitute the entire agreement between the parties in respect of the Services and supersede all prior representations, agreements, and understandings. No variation to these Terms shall be binding unless agreed in writing by both parties.