Terms of Business

These Terms of Business ("Terms") govern all services provided by Pergonia Digital, operated by Thomas Cordes, a sole trader registered in England and Wales, with a business address available upon request. Our primary contact for all enquiries is support@pergoniadigital.co.uk.

By engaging Pergonia Digital for Services, submitting a Project Brief, or making any payment, the Client agrees to be bound by these Terms. These Terms supersede any prior discussions, representations, or agreements unless expressly confirmed in writing by Pergonia Digital.

1. Definitions

• "Pergonia Digital," "we," "us," or "our" refers to Thomas Cordes, trading as Pergonia Digital, a sole trader operating from [Insert Business Address Here].
• "Client" or "you" refers to the individual, firm, or company that has engaged or is seeking to engage Pergonia Digital for Services.
• "Services" refers to web design, web development, website hosting, website maintenance, digital consultancy, and any other digital services provided by Pergonia Digital as detailed in a Project Proposal.
• "Deliverables" refers to any website, code, design asset, graphic, document, or digital output produced by Pergonia Digital in the course of providing the Services.
• "Project Brief" refers to the written document, agreed upon by both parties, outlining the scope of work, objectives, timelines, and deliverables for a specific project.
• "Project Proposal" refers to the detailed document provided by Pergonia Digital to the Client, outlining the proposed Services, fees, payment schedule, and specific terms for a project, based on the Project Brief.

2. Scope of Services

2.1 Pergonia Digital provides professional digital design and development services, including the creation of bespoke websites and, where separately agreed, ongoing hosting and maintenance under a Website Management Plan.

2.2 The precise scope of Services for each project will be exclusively defined in a written Project Proposal, which will be based on the Client's Project Brief. Any work requested by the Client that falls outside the agreed scope will be considered an 'Out-of-Scope Request' and may be subject to additional fees and revised timelines, to be agreed in writing before commencement.

2.3 Pergonia Digital's Services are limited to technical and creative execution within the agreed scope. We do not provide legal, regulatory, financial, accounting, or specific marketing strategy advice. The Client is solely responsible for obtaining such advice independently.

2.4 Website Management Plans are optional and distinct from initial website build projects. They are governed by separate terms and conditions, which will be provided to the Client upon request or prior to engagement for such services.

3. Project Acceptance and Formation of Contract

3.1 Pergonia Digital reserves the right to decline any project enquiry or engagement at its sole discretion, without obligation to provide a reason.

3.2 A binding contract for Services is formed only upon the Client's written acceptance of a Project Proposal (which may include email confirmation) and receipt by Pergonia Digital of any applicable deposit or first payment as specified in the Project Proposal.

3.3 Pergonia Digital may decline to continue an existing project, or terminate a contract, where the Client's conduct, instructions, or provided content are found to be unlawful, harmful, defamatory, infringing of third-party rights, or incompatible with the values and operational policies of Pergonia Digital. In such circumstances, Pergonia Digital shall not be liable for any refund of work already performed, and any outstanding fees for work completed or in progress shall become immediately due.

4. Client Responsibilities

4.1 The Client agrees to provide accurate, complete, and timely instructions, content, materials, and approvals as reasonably required by Pergonia Digital to deliver the agreed Services. This includes, but is not limited to, text, images, logos, brand guidelines, and access credentials for third-party services (e.g., hosting, domain registrars).

4.2 The Client warrants that they hold all necessary rights, licences, consents, or permissions for all content and materials supplied to Pergonia Digital, and that such content and materials do not infringe the intellectual property rights or any other rights of any third party. The Client shall indemnify Pergonia Digital against any claims, damages, losses, costs, or expenses (including reasonable legal fees) arising from any breach of this warranty.

4.3 The Client is solely responsible for ensuring their website and business operations comply with all applicable legal and regulatory requirements, including but not limited to data protection legislation (such as UK GDPR), e-commerce regulations, consumer protection laws, accessibility standards, and industry-specific regulations. This includes the provision of accurate and compliant privacy policies, cookie notices, terms and conditions, and trading disclosures on their website.

4.4 Delays in project timelines caused by the Client's failure to provide required materials, information, or approvals in a timely manner shall not be the responsibility of Pergonia Digital. Any such delays may result in an extension of the project timeline and, where significant, may incur additional fees.

4.5 Pergonia Digital accepts no liability for any issues, claims, or damages arising directly or indirectly from Client-supplied content or materials, or from the Client's failure to comply with their legal and regulatory obligations.

5. Intellectual Property

5.1 Client Materials

The Client warrants that all materials and content provided to Pergonia Digital for use in the Services do not infringe the intellectual property rights or any other rights of any third party. The Client grants Pergonia Digital a non-exclusive, royalty-free licence to use, reproduce, and modify such materials solely for the purpose of providing the Services.

5.2 Deliverables

1. Ownership: Upon receipt of full and final payment for the Services, Pergonia Digital shall formally assign to the Client all intellectual property rights (including copyright) in the unique design, code, and content created specifically for the Client as part of the Deliverables. This assignment will be effected by a written instrument of assignment, typically included within the final project completion documentation or invoice, which the Client's acceptance and payment will acknowledge as binding. This assignment does not extend to third-party assets, frameworks, libraries, or tools.
2. Third-Party Licences: The Client acknowledges that the Deliverables may incorporate third-party software, open-source components, stock photography, fonts, or other licensed materials. Ownership of such third-party elements remains with their respective licensors, and their use by the Client is subject to the terms of their individual licences. Pergonia Digital will endeavour to inform the Client of any significant third-party licences that require specific compliance.
3. Pergonia Digital Portfolio and Promotion: Pergonia Digital retains the right to display the completed Deliverables in its portfolio, on its website, and for other promotional and marketing purposes, unless the Client explicitly requests otherwise in writing prior to the commencement of the project.
4. Tools and Techniques: Pergonia Digital retains all intellectual property rights in its underlying tools, methodologies, pre-existing code libraries, and general know-how used in the provision of the Services.

6. Hosting & Ongoing Services (Website Management Plans)

6.1 Hosting and Website Management Services are provided on a best-effort basis and are dependent on the performance and availability of third-party infrastructure providers (e.g., Cloudflare, other hosting providers). Pergonia Digital acts as a reseller or manager of these services.

6.2 Pergonia Digital does not guarantee uninterrupted uptime, specific performance levels, or continuous availability of any website or service. While we strive for high availability, occasional downtime may occur due to maintenance, technical issues, or factors beyond our reasonable control.

6.3 No liability is accepted by Pergonia Digital for any downtime, outages, data loss, security breaches, or performance degradation caused by third-party hosting providers, content delivery networks, domain name services (DNS), platforms, plugins, or other third-party integrations. The Client acknowledges that they are bound by the terms and conditions of these third-party providers where applicable.

6.4 Website Management Plans may be terminated by either party with 30 days' written notice. Upon termination, access to hosting and any associated services managed by Pergonia Digital will cease at the end of the current billing period. It is the Client's responsibility to arrange for the migration of their website and data prior to the cessation of services.

7. Data Protection (UK GDPR and Data Processing)

7.1 Client as Controller, Pergonia Digital as Processor

Where Pergonia Digital processes personal data on behalf of the Client (e.g., through website forms, analytics, or e-commerce functionality on a Client's website that we host or manage), the Client is the Data Controller, and Pergonia Digital is the Data Processor.

7.2 Data Processing Agreement (DPA)

The terms of this Clause 7 constitute a Data Processing Agreement as required by Article 28 of the UK GDPR. Pergonia Digital shall:

1. Process personal data only on documented instructions from the Client, unless required to do so by UK law. In such a case, Pergonia Digital shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
2. Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
3. Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including, inter alia, as appropriate:
   1. The pseudonymisation and encryption of personal data;
   2. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
   3. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
   4. A process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
4. Respect the conditions referred to in paragraphs 2 and 4 of Article 28 for engaging another processor (sub-processor). The Client hereby authorises Pergonia Digital to engage sub-processors as necessary for the provision of Services (e.g., hosting providers, CRM systems, email services). Pergonia Digital shall inform the Client of any intended changes concerning the addition or replacement of other processors, thereby giving the Client the opportunity to object to such changes. Pergonia Digital shall impose on its sub-processors data protection obligations equivalent to those set out in this DPA.
5. Assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client's obligation to respond to requests for exercising the data subject's rights under the UK GDPR.
6. Assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the UK GDPR (security of processing, data breach notification, data protection impact assessments, and prior consultation) taking into account the nature of processing and the information available to Pergonia Digital.
7. At the choice of the Client, delete or return all the personal data to the Client after the end of the provision of services relating to processing, and delete existing copies unless UK law requires storage of the personal data.
8. Make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.

7.3 Client's Data Protection Responsibilities

The Client remains solely responsible as the Data Controller for:

1. Determining the lawful basis for processing personal data on their website.
2. Providing clear and comprehensive privacy notices and obtaining necessary consents from data subjects.
3. Responding to data subject requests.
4. Notifying the ICO and data subjects of personal data breaches where required.
5. Ensuring the personal data provided to Pergonia Digital for processing is lawfully collected and processed.

7.4 Pergonia Digital accepts no liability for any data loss, data breaches, or resulting regulatory penalties arising from the Client's failure to comply with their data protection obligations as a Data Controller.

8. Performance Disclaimer

8.1 Pergonia Digital delivers technical and design outputs only. No guarantee, warranty, or representation is made (express or implied) regarding specific commercial outcomes, including but not limited to website traffic, search engine rankings, lead generation, conversions, sales, or any other business performance metrics.

8.2 Digital results are influenced by numerous factors beyond Pergonia Digital's control, including market conditions, changes in search engine algorithms, the quality and relevance of Client-supplied content, competitive landscape, and the Client's own marketing and business strategies. Pergonia Digital accepts no liability for the absence of any particular commercial result.

8.3 Any projections, estimates, or indicative outcomes discussed during the sales or scoping process are illustrative only and do not constitute a contractual commitment or guarantee of performance.

9. Payments & Fees

9.1 Payment terms, including deposit requirements, instalment schedules, and due dates, will be clearly set out in the Project Proposal and subsequent invoices. Work will only commence upon receipt of the agreed deposit or first payment.

9.2 All payments are due in full by the date specified on the invoice. Late payment may result in the suspension of work, services, or access to Deliverables.

9.3 Pergonia Digital reserves the right to suspend, withhold, or remove hosted websites and Deliverables in the event of outstanding unpaid fees. Reinstatement of services will be subject to full payment of all outstanding amounts, including any late payment charges.

9.4 All fees paid for Services are non-refundable once work has commenced, except where Pergonia Digital has materially failed to deliver the agreed scope of work without reasonable cause, or as otherwise required by law. This clause does not affect any statutory rights the Client may have if they are acting as a consumer (see Clause 16).

9.5 Chargebacks or payment disputes initiated without prior written notice to Pergonia Digital and an attempt to resolve the issue directly are considered a material breach of contract and may result in immediate termination of services and pursuit of outstanding payments.

9.6 Prices quoted are exclusive of Value Added Tax (VAT) unless stated otherwise. VAT will be applied at the prevailing UK rate where applicable.

10. Revisions & Amendments

10.1 Each project includes a defined number of revision rounds as specified in the Project Proposal. Additional revisions beyond the agreed scope may be charged at an hourly rate, to be agreed with the Client in advance.

10.2 Requests for significant structural, conceptual, or design changes after a particular stage of the project (e.g., design approval) has been completed may be treated as Out-of-Scope Requests and will be subject to additional fees and revised timelines.

10.3 Ongoing Website Management Plans typically include minor content updates and technical maintenance. Development work, significant redesigns, or the implementation of new functionality fall outside the scope of standard management plans and will be quoted separately as new projects or Out-of-Scope Requests.

11. Subcontracting

Pergonia Digital may engage trusted subcontractors, freelancers, or third-party service providers to assist in the delivery of the Services. Pergonia Digital remains the primary point of contact and is accountable for the overall quality of delivery. All subcontractors will be engaged under appropriate confidentiality and data protection obligations.

12. Limitation of Liability

12.1 Nothing in these Terms shall limit or exclude Pergonia Digital's liability for:

1. Death or personal injury caused by its negligence;
2. Fraud or fraudulent misrepresentation;
3. Any other liability which cannot be excluded or limited by applicable law.

12.2 Subject to Clause 12.1, Pergonia Digital's total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising from or in connection with the Services or these Terms, shall not exceed the total fees paid by the Client to Pergonia Digital in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Subject to Clause 12.1, Pergonia Digital shall not be liable for any indirect, consequential, incidental, special, or punitive loss or damage, including but not limited to loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of data, loss of goodwill, or damage to reputation, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable.

12.4 The Client acknowledges that the fees charged by Pergonia Digital reflect the allocation of risk set out in these Terms, and that these limitations and exclusions of liability are a fundamental and material part of the agreement between the parties.

13. Indemnity

The Client agrees to indemnify and hold harmless Pergonia Digital, its contractors, and affiliates against any and all claims, damages, losses, costs, or expenses (including reasonable legal fees) arising from or in connection with:

1. Any content or materials supplied by the Client;
2. The Client's misuse or unlawful use of the Deliverables;
3. Any breach by the Client of these Terms;
4. The Client's failure to comply with any applicable law or regulation, including data protection laws.

14. Termination

14.1 Either party may terminate an ongoing Services agreement by providing 30 days' written notice to the other party, unless a different notice period is specified in the Project Proposal.

14.2 Pergonia Digital may terminate the agreement immediately, without notice, if the Client:

1. Breaches any material term of these Terms and (if the breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
2. Fails to make any payment due under the agreement by the due date;
3. Engages in conduct deemed harmful, unlawful, or seriously detrimental to the reputation or operations of Pergonia Digital.

14.3 Upon termination for any reason:

1. All outstanding fees for Services rendered up to the date of termination, or for the full agreed project value if termination is due to Client breach, shall become immediately due and payable.
2. Where hosting or Website Management is provided by Pergonia Digital, services may be taken offline at the end of any notice period if outstanding fees remain unpaid or a suitable transition plan has not been agreed.
3. Pergonia Digital will provide reasonable assistance to transition hosted services and Deliverables to an alternative provider, subject to all outstanding balances being settled in full.

15. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

16. Consumer Rights (Applicability)

16.1 Pergonia Digital primarily provides services to businesses. However, if the Client is an individual acting wholly or mainly outside their trade, business, craft, or profession, they may be considered a 'consumer' under UK law, and certain consumer protection rights may apply.

16.2 If the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply, consumers typically have a 14-day right to cancel a service contract entered into at a distance or off-premises. If the Client requests that Services begin during this 14-day cancellation period, they acknowledge that they will lose their right to cancel once the Services are fully performed. If they cancel before the Services are fully performed, they will be liable to pay for the Services provided up to the point of cancellation.

16.3 Nothing in these Terms is intended to exclude or limit any statutory rights that a consumer Client may have under the Consumer Rights Act 2015 or other applicable consumer protection legislation.

17. Acceptance of Terms

Submission of a Project Brief, acceptance of a Project Proposal, payment of a deposit or invoice, or use of Pergonia Digital's Services constitutes full acceptance of these Terms of Business. The Client acknowledges that they have read, understood, and agreed to these Terms.