Last updated: 20 May 2026

These Terms and Conditions apply to services supplied by Ambos Digital Ltd, a company registered in England and Wales under company number 07900690, whose registered office is at Unit 14, Tower Street, Brunswick Business Park, Liverpool, L3 4BJ.

These Terms and Conditions apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession. They do not apply to consumers.

1. Definitions and interpretation

1.1 Definitions

In these Terms and Conditions, the following expressions have the meanings set out below:

Acceptance Period means the period specified in the Proposal during which the Customer must review and test a Deliverable or, where no period is specified, 10 Working Days from delivery.

Additional Services means services performed by Ambos that are outside the agreed Scope.

Ambos, we, us or our means Ambos Digital Ltd.

Background Materials means any Intellectual Property Rights, software, source code, modules, frameworks, libraries, templates, methods, processes, development tools, know-how or other materials that:

1. were created or owned by Ambos before the Contract;
2. are created independently of the Services;
3. are of general application or capable of being reused on other projects; or
4. are identified in the Proposal as Background Materials.

Business Day or Working Day means any day other than a Saturday, Sunday or public holiday in England.

Charges means the fees, expenses and other amounts payable by the Customer under the Contract.

Change Request means a request to amend the Scope, Specification, Deliverables, timetable, assumptions or other requirements of the Services.

Confidential Information means information of a confidential nature disclosed by or on behalf of one party to the other, whether in writing, orally, visually, electronically or in another form, including commercial, technical, financial, operational, security and customer information.

Contract means the legally binding agreement between Ambos and the Customer comprising the documents identified in clause 2.

Customer or you means the business, organisation, partnership, sole trader or other commercial entity purchasing the Services.

Customer Content means all text, photographs, graphics, logos, data, databases, documents, products, recordings, videos, software and other materials supplied or made available by or on behalf of the Customer.

Customer Data means data, including Personal Data, stored, transmitted, accessed or otherwise processed through the Services on behalf of the Customer.

Data Protection Legislation means all applicable laws relating to privacy and the processing of Personal Data in the United Kingdom, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended, replaced or supplemented.

Deliverables means the website, software, designs, documents, configuration, content, code, reports or other materials expressly identified as deliverables in the Proposal.

Dependencies means the information, decisions, approvals, access, accounts, Customer Content, third-party services and other items required from the Customer or another supplier for Ambos to provide the Services.

Force Majeure Event means an event or circumstance beyond a party’s reasonable control.

Hosting Services means website, application, database, email, domain name, DNS, backup, server or related hosting services provided or arranged by Ambos.

Intellectual Property Rights means patents, copyright and related rights, database rights, trade marks, service marks, business names, domain names, design rights, rights in software, confidential information, know-how and all similar intellectual property rights, whether registered or unregistered.

Maintenance Services means updates, monitoring, technical maintenance, website care, security, backups or related services described in the Proposal.

Milestone means a project stage, target date or payment stage identified in the Proposal.

Personal Data, Controller, Processor, Data Subject, Personal Data Breach and Processing have the meanings given to them under applicable Data Protection Legislation.

Proposal means our quotation, engagement letter, statement of work, order form, service description or other document describing the Services, Scope, Charges and commercial terms.

Recurring Services means Hosting Services, Maintenance Services, support retainers, subscriptions and any other Services supplied on a continuing basis.

Services means the services described in the Proposal, together with any agreed Additional Services.

Scope means the agreed extent and boundaries of the Services and Deliverables described in the Proposal.

Specification means any agreed functional, technical, visual or performance requirements expressly set out in the Proposal.

Support Services means technical support, advice, investigation, fault resolution or other assistance described in the Proposal.

Third-Party Materials means software, themes, plugins, fonts, images, content, APIs, platforms, applications, infrastructure or services owned or supplied by a third party.

UK GDPR means the retained United Kingdom version of the General Data Protection Regulation.

1.2 Interpretation

References to legislation include that legislation as amended, extended, consolidated, re-enacted or replaced.

References to writing include email unless a clause expressly states otherwise.

Words such as “including”, “include” and “in particular” are illustrative and do not limit the words preceding them.

Clause headings are provided for convenience and do not affect interpretation.

2. Basis of the Contract

2.1 Contract documents

The Contract consists of:

1. the Proposal;
2. any applicable data-processing schedule or service-level agreement;
3. these Terms and Conditions;
4. any agreed Change Requests; and
5. any other document expressly incorporated into the Contract.

2.2 Order of precedence

If there is an inconsistency between Contract documents, the following order of precedence applies:

1. an agreed Change Request, but only in relation to the change it addresses;
2. the Proposal;
3. an applicable data-processing schedule;
4. an applicable service-level agreement;
5. these Terms and Conditions; and
6. any other incorporated document.

2.3 Acceptance

The Customer accepts the Contract by doing any of the following:

1. signing or electronically accepting a Proposal;
2. confirming acceptance by email;
3. paying a deposit or invoice relating to the Services;
4. instructing Ambos to begin work; or
5. using any part of the Services.

2.4 Customer terms

The Contract applies to the exclusion of any terms supplied or referred to by the Customer, including terms contained in a purchase order, supplier portal or procurement document, unless Ambos expressly agrees to them in writing.

2.5 Quotations

Unless otherwise stated, a quotation or Proposal is valid for 30 days and may be withdrawn or revised at any time before acceptance.

2.6 Estimates

Where a price is identified as an estimate, guide or time-and-materials calculation, it is not a fixed price. Ambos will notify the Customer where reasonably practicable if it expects the estimate to be materially exceeded.

3. Supply of the Services

3.1 Standard of performance

Ambos will provide the Services with reasonable care and skill and in accordance with the Contract in all material respects.

3.2 Personnel and subcontractors

Ambos may select, assign and replace the personnel and subcontractors used to provide the Services. Ambos remains responsible for the performance of its subcontractors to the extent required by law and the Contract.

3.3 Project methods

Unless the Proposal expressly specifies a particular method, technology or individual, Ambos may determine the personnel, processes, software, systems, technical architecture and working methods used to provide the Services.

3.4 Dates and Milestones

Project dates and Milestones are estimates unless the Proposal expressly states that a date is fixed. Time is not of the essence in relation to Ambos’s performance.

Any delay in a Dependency may result in corresponding changes to the delivery timetable, resource allocation and Milestones.

3.5 Remote services

Ambos may provide the Services remotely unless attendance at a particular location is expressly included in the Proposal.

3.6 Accessibility and compatibility

Ambos will only be responsible for meeting a particular accessibility standard, browser-support matrix, device-support requirement or technical certification where that requirement is expressly included in the Specification.

4. Customer responsibilities

4.1 General responsibilities

The Customer must:

1. co-operate with Ambos in relation to the Services;
2. provide complete, accurate and timely instructions, decisions and approvals;
3. supply the Dependencies in the requested format and by the required dates;
4. ensure that authorised representatives are available when reasonably required;
5. review Deliverables and provide consolidated feedback promptly;
6. maintain suitable internet access, hardware, software and internal systems where required;
7. comply with all applicable laws relating to its business and use of the Services; and
8. pay the Charges in accordance with the Contract.

4.2 Customer representative

The Customer must nominate a representative who is authorised to give instructions, approve work and make decisions on the Customer’s behalf.

Ambos may rely on instructions and approvals received from the nominated representative or any other person who reasonably appears to have authority to act for the Customer.

4.3 Customer Content

The Customer is responsible for:

1. the accuracy, completeness, legality and suitability of Customer Content;
2. proofreading and approving Customer Content before publication;
3. maintaining its own copies of Customer Content;
4. ensuring that Customer Content does not infringe third-party rights;
5. ensuring that Customer Content is not defamatory, unlawful, misleading or harmful; and
6. obtaining all permissions, releases, consents and licences required for its use.

4.4 Legal and regulatory compliance

Unless expressly included in the Proposal, Ambos does not provide legal, financial, tax, regulatory or compliance advice.

The Customer is responsible for determining and complying with the laws and regulations applicable to its business, products, services and website, including those relating to:

1. privacy notices and data protection;
2. cookies and electronic marketing;
3. consumer information and cancellation rights;
4. product descriptions, pricing and availability;
5. regulated products, services and advertising claims;
6. copyright, trade marks and image permissions;
7. accessibility obligations;
8. competitions and promotions;
9. taxation and accounting; and
10. industry-specific requirements.

4.5 Access and credentials

The Customer must provide access to accounts, systems and services where reasonably necessary for Ambos to provide the Services.

The Customer must:

1. provide credentials through a reasonably secure method;
2. ensure that it has authority to grant the access;
3. notify Ambos promptly when access should be removed;
4. use strong and unique passwords;
5. enable multi-factor authentication where reasonably available; and
6. not share administrative credentials unnecessarily.

4.6 Delays caused by the Customer

Ambos is not responsible for delay, additional work or loss resulting from an act or omission of the Customer or another supplier engaged by the Customer.

Where a Dependency is delayed, Ambos may:

1. adjust the timetable and Milestones;
2. reallocate personnel to other projects;
3. invoice work completed up to that date;
4. charge for wasted or additional time;
5. charge a reasonable rescheduling fee; and
6. revise the Charges where the delay materially changes the cost of providing the Services.

4.7 Dormant projects

A project may be treated as dormant where the Customer fails to provide required information, content, feedback or approval for 30 consecutive days.

If a project becomes dormant, Ambos may invoice work completed, reallocate the project team and revise the timetable.

If the Customer remains unresponsive for 60 consecutive days, Ambos may close the project and treat the Contract as terminated by the Customer. Restarting the project will be subject to availability, updated Charges and any reasonable restart fee.

5. Scope and Change Requests

5.1 Agreed Scope

Ambos is only required to provide the Services and Deliverables expressly included in the Scope.

Any examples, discussions, demonstrations or exploratory suggestions that are not included in the final Proposal do not form part of the Scope.

5.2 Additional Services

Work outside the Scope will be treated as Additional Services and may include:

1. additional pages, templates, screens, forms or content blocks;
2. additional design concepts or revision rounds;
3. content writing or content entry beyond an agreed allowance;
4. data cleansing, correction or manual migration;
5. changes requested after approval;
6. additional meetings, workshops or training;
7. work arising from inaccurate or incomplete Customer information;
8. work arising from changes made by the Customer or another supplier;
9. support for browsers, devices or software outside the agreed Specification;
10. work caused by changes to Third-Party Materials, APIs or platforms;
11. investigation of issues that are not caused by Ambos’s work; and
12. emergency, out-of-hours or expedited work.

5.3 Change Request process

Either party may propose a Change Request.

Where practicable, Ambos will explain the anticipated effect of a proposed change on the Charges, Scope, Dependencies and timetable.

Ambos is not required to begin a Change Request until it has been approved in writing by both parties.

5.4 Minor instructions

Where the Customer asks Ambos to perform additional work without requesting a formal quotation, and the work is reasonably understood to be outside the Scope, Ambos may charge for that work at its then-current rates.

5.5 Urgent work

Where the Customer requests urgent work and it is not reasonably practicable to agree a fixed quotation in advance, Ambos may carry out the work on a time-and-materials basis at its applicable urgent or out-of-hours rate.

6. Designs, revisions and approval

6.1 Design concepts

The number of design concepts and revision rounds included in the Charges will be stated in the Proposal.

Unused concepts, drafts and exploratory work do not form part of the final Deliverables unless expressly agreed.

6.2 Feedback

The Customer must provide clear, consolidated and internally approved feedback.

Conflicting, piecemeal or repeated feedback may result in additional Charges and changes to the timetable.

6.3 Approval

An approval may be given by email, electronic project-management system, signed document or other recorded written communication.

Once a Deliverable or project stage has been approved, amendments to it may be treated as Additional Services.

6.4 Effect of approval

Approval confirms that the Customer has reviewed the relevant Deliverable and accepts its layout, content, functionality and other visible characteristics, subject to any defects that could not reasonably have been identified during review.

7. Testing and acceptance

7.1 Delivery for testing

When a Deliverable is ready for review, Ambos will make it available to the Customer and notify the Customer that the Acceptance Period has begun.

7.2 Customer testing

During the Acceptance Period, the Customer must test the Deliverable and notify Ambos in writing of any material failure to comply with the Specification.

The notice must provide sufficient details and evidence to allow Ambos to reproduce and investigate the alleged failure.

7.3 Rectification

Where a Deliverable materially fails to comply with the Specification, Ambos will use reasonable efforts to correct the failure and resubmit the affected Deliverable for testing.

7.4 Matters that do not prevent acceptance

The following do not prevent acceptance:

1. minor defects that do not materially affect normal use;
2. issues caused by Customer Content;
3. issues caused by Third-Party Materials;
4. features or changes that are outside the Specification;
5. issues arising from unsupported browsers, devices or software;
6. issues caused by the Customer or another supplier; and
7. temporary unavailability of third-party systems.

7.5 Deemed acceptance

A Deliverable will be deemed accepted on the earliest of:

1. the Customer confirming acceptance;
2. expiry of the Acceptance Period without a valid rejection notice;
3. the Customer publishing, launching or using the Deliverable in a live environment;
4. the Customer receiving commercial benefit from the Deliverable; or
5. the Customer instructing Ambos to proceed to the next stage.

7.6 Post-acceptance changes

Changes requested after acceptance are Additional Services unless they are required to correct a reproducible defect that constitutes a material failure to comply with the Specification.

8. Launch and handover

8.1 Launch requirements

Ambos is not required to launch or transfer a Deliverable until:

1. the Customer has approved it;
2. all information and access needed for launch have been supplied;
3. all invoices due at that stage have been paid;
4. any third-party accounts and licences are active; and
5. the Customer has completed any responsibilities identified in the Proposal.

8.2 Customer launch instruction

Where the Customer instructs Ambos to launch before testing or content preparation has been completed, the Customer accepts the risks arising from early launch.

8.3 Handover

Handover materials, administrative access, documentation and training will only be provided to the extent specified in the Proposal.

8.4 Post-launch period

Unless otherwise stated in the Proposal, Ambos will correct reproducible defects reported within 30 days of launch where those defects result directly from Ambos’s failure to implement the agreed Specification.

This does not include:

1. new functionality or design changes;
2. content amendments;
3. problems caused by Third-Party Materials;
4. problems caused by changes made after launch;
5. hosting, server or network failures outside Ambos’s control;
6. malware or unauthorised access not caused by Ambos’s breach; or
7. issues arising from unsupported systems.

9. Charges and payment

9.1 Charges

The Customer must pay the Charges set out in the Proposal, together with any Additional Services, expenses, third-party costs and applicable VAT.

9.2 Deposits and advance payments

A deposit or advance payment reserves production capacity and contributes towards discovery, planning, administration and initial work.

Once Ambos has begun allocating resources or providing the Services, the deposit or advance payment is non-refundable except where Ambos terminates the Contract without Customer fault before providing Services of corresponding value.

9.3 Stage payments

Where the Proposal includes stage payments, each payment becomes due when the relevant Milestone is reached or when the corresponding work is substantially complete.

A Customer delay does not postpone a stage payment where Ambos has completed the work reasonably required from it at that stage.

9.4 Invoices

Unless otherwise stated in the Proposal, invoices are payable within 14 days of the invoice date.

Time for payment is of the essence.

9.5 Disputed invoices

The Customer must notify Ambos of a genuine invoice dispute within seven days of the invoice date, explaining the basis of the dispute in reasonable detail.

The Customer must pay any undisputed part of an invoice by the original due date.

9.6 Late payment

Where an invoice is overdue, Ambos may:

1. charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998;
2. claim the applicable fixed debt-recovery compensation and reasonable recovery costs;
3. suspend any or all Services;
4. remove any credit or instalment arrangement;
5. require payment in advance for further work; and
6. recover reasonable legal, administrative and collection costs to the extent permitted by law.

9.7 Instalment defaults

If an instalment remains unpaid for more than five Working Days after its due date, Ambos may require immediate payment of all Charges relating to work already completed or committed.

9.8 Expenses and third-party costs

The Customer must reimburse expenses and third-party costs that are included in the Proposal or approved by the Customer.

Where a third-party supplier changes its charges, Ambos may pass the change on to the Customer on reasonable notice.

9.9 Set-off

The Customer must pay invoices without deduction, withholding or set-off except where required by law.

Ambos may set off an amount owed by the Customer against an amount owed by Ambos to the Customer.

9.10 Rate changes

Ambos may change its hourly rates and Recurring Service Charges by giving at least 30 days’ notice.

A rate change will not alter an agreed fixed project fee unless the Scope changes, the project is materially delayed by the Customer or the Proposal permits adjustment.

9.11 Taxes

All Charges are exclusive of VAT unless expressly stated otherwise.

10. Hosting Services

10.1 Application

This clause applies where Ambos supplies or arranges Hosting Services.

10.2 Nature of Hosting Services

Hosting Services may depend on infrastructure and services supplied by third-party data centres, network providers, registrars, software vendors and cloud-platform providers.

10.3 Availability

Ambos will use reasonable efforts to maintain the availability of Hosting Services but does not guarantee that they will be uninterrupted, error-free or available at all times.

Hosting Services may be unavailable because of:

1. scheduled or emergency maintenance;
2. hardware, software, network or power failure;
3. internet or telecommunications failure;
4. cyberattack, denial-of-service attack or malware;
5. failure of a third-party provider;
6. Customer action or inaction;
7. legal or regulatory requirements; or
8. a Force Majeure Event.

10.4 Maintenance

Ambos or its suppliers may carry out scheduled and emergency maintenance. Where reasonably practicable, advance notice will be given of maintenance expected to cause material disruption.

10.5 Resource use

The Customer must not use Hosting Services in a way that:

1. exceeds agreed storage, bandwidth, processing, database, email or other resource limits;
2. adversely affects other customers or infrastructure;
3. involves unlawful, abusive, fraudulent or malicious activity;
4. distributes malware, unsolicited communications or prohibited material;
5. attempts to circumvent security or access restrictions; or
6. breaches a third-party supplier’s acceptable-use policy.

10.6 Excess usage

Ambos may charge for excess resource use, require the Customer to move to a higher service level or suspend activity that creates a material risk to the Hosting Services.

10.7 Backups

Backups are provided only to the extent stated in the Proposal.

Unless the Proposal expressly guarantees a particular backup arrangement:

1. backups are a disaster-recovery measure and not a permanent archive;
2. Ambos does not guarantee that every backup will be complete, current or capable of restoration;
3. the Customer must retain its own copies of important content and data; and
4. restoration work may be chargeable.

10.8 Email

Where email services are supplied, Ambos does not guarantee delivery, receipt, filtering or retention of every email.

The Customer is responsible for mailbox management, user behaviour, retention requirements and maintaining independent copies of important communications.

10.9 Domain names

Where Ambos registers or manages a domain name for the Customer:

1. registration is subject to the relevant registry and registrar terms;
2. availability cannot be guaranteed until registration is confirmed;
3. the Customer must provide accurate registrant information;
4. renewal is subject to payment of the applicable Charges;
5. Ambos is not responsible for a domain lost because the Customer failed to pay or supply required information; and
6. transfer assistance may be subject to payment of outstanding amounts and reasonable administration charges.

10.10 Hosting migration

Migration into or out of the Hosting Services is only included where expressly stated in the Proposal.

Ambos does not guarantee that every feature, message, setting, historical record or item of data can be migrated between different platforms.

10.11 Suspension for security

Ambos may isolate, disable or suspend a website, account or service without prior notice where reasonably necessary to protect systems, data, other customers or third parties.

11. Maintenance and Support Services

11.1 Included services

Maintenance and Support Services are limited to the activities, hours, systems and response arrangements described in the Proposal.

11.2 Support requests

Support requests must be submitted through the contact method specified by Ambos and must include sufficient information to investigate the issue.

11.3 Response and resolution

A response target is not a guarantee that an issue will be resolved within that period.

Resolution time may depend on complexity, access, Customer responses, third-party suppliers and the availability of a suitable fix.

11.4 Excluded support

Unless expressly included, Maintenance and Support Services do not cover:

1. new functionality, redesign or content work;
2. problems caused by the Customer or another supplier;
3. unsupported, obsolete or unlicensed software;
4. issues caused by changes to third-party platforms or APIs;
5. malware removal or incident recovery;
6. data restoration or reconstruction;
7. performance problems caused by Customer Content or excessive usage;
8. training or consultancy;
9. out-of-hours support; or
10. work on systems not managed by Ambos.

11.5 Updates

Ambos may install software updates as part of Maintenance Services but does not guarantee that every update will be installed immediately or that all updates will be compatible with existing software.

Where an update creates a compatibility issue, the work needed to resolve it may be treated as an Additional Service unless expressly included in the Proposal.

11.6 Customer and third-party changes

Ambos is not responsible for faults, security issues or additional work caused by changes made by the Customer or another supplier.

11.7 Unused support time

Unless expressly stated otherwise, unused support or retainer time does not roll over to a later month and has no cash value.

12. Third-Party Materials and services

12.1 Third-party dependency

The Services may use or connect to Third-Party Materials, including content-management systems, plugins, payment gateways, accounting platforms, CRM systems, analytics services, hosting providers and APIs.

12.2 Third-party terms

Third-Party Materials are governed by the applicable supplier’s terms, privacy policies, licence conditions and acceptable-use requirements.

The Customer agrees to comply with those requirements where applicable.

12.3 Customer accounts

The Customer is responsible for:

1. opening and maintaining required third-party accounts;
2. providing accurate account information;
3. paying third-party charges;
4. maintaining required permissions and licences;
5. complying with third-party terms; and
6. protecting its credentials.

12.4 Third-party changes

Ambos does not control and is not responsible for a third party:

1. changing or withdrawing its service, API, licence or functionality;
2. changing its prices or terms;
3. rejecting or suspending the Customer’s account;
4. experiencing an outage or security incident;
5. changing its compatibility requirements; or
6. ceasing to support a product.

Work required because of a third-party change may be treated as an Additional Service.

12.5 No guarantee of third-party approval

Ambos does not guarantee approval, accreditation, ranking, listing, verification or acceptance by a search engine, payment provider, financial institution, advertising network, marketplace, social-media platform, software vendor or other third party.

12.6 Commercial licences

The Proposal will identify any material commercial licence included in the Charges where reasonably practicable.

Unless expressly stated otherwise:

1. a licence remains subject to the supplier’s terms;
2. a subscription licence is only provided while the associated Recurring Service remains active;
3. the Customer may need to purchase a replacement licence when the Services end;
4. Ambos does not transfer ownership of a third-party licence; and
5. renewal prices may change.

13. Intellectual property

13.1 Customer Content

The Customer retains ownership of Intellectual Property Rights in Customer Content.

The Customer grants Ambos a worldwide, non-exclusive, royalty-free licence to use, copy, adapt, host, transmit and display Customer Content to the extent reasonably necessary to provide the Services.

13.2 Customer warranty

The Customer warrants that:

1. it owns Customer Content or has all necessary rights to use it;
2. Ambos’s authorised use of Customer Content will not infringe third-party rights;
3. Customer Content is lawful and accurate in all material respects; and
4. all necessary permissions and consents have been obtained.

13.3 Bespoke Deliverables

Subject to full payment of all Charges relating to the relevant Deliverables, Ambos assigns to the Customer the copyright in final bespoke visual designs and final bespoke content created exclusively for the Customer and expressly identified as Customer-owned Deliverables in the Proposal.

13.4 Exclusions from assignment

The assignment in clause 13.3 does not include:

1. Background Materials;
2. Third-Party Materials;
3. open-source software;
4. working files, drafts and unused concepts;
5. general skills, techniques, knowledge and experience;
6. software, modules or functionality capable of reuse;
7. development tools and deployment systems;
8. internal documentation and quality-control materials; or
9. materials identified as licensed rather than assigned.

13.5 Background Materials licence

Once the applicable Charges have been paid in full, Ambos grants the Customer a non-exclusive, perpetual, worldwide, royalty-free licence to use Background Materials incorporated into a final Deliverable solely as necessary to use and operate that Deliverable for the Customer’s business.

The Customer may allow its replacement professional suppliers to use those Background Materials solely to maintain or operate the Deliverable for the Customer.

13.6 Third-Party Materials

Third-Party Materials are licensed under their respective third-party terms and are not assigned to the Customer by Ambos.

13.7 Ownership before payment

Until all relevant Charges have been paid in full:

1. all rights in Deliverables created by Ambos remain with Ambos;
2. the Customer has no right to publish, copy, transfer, exploit or use unpaid Deliverables except for internal review; and
3. Ambos may withhold source files, administrative access, transfer codes and handover materials.

13.8 Portfolio use

Unless otherwise agreed in writing, Ambos may:

1. identify the Customer as a client;
2. display publicly available Deliverables in its portfolio and marketing;
3. use the Customer’s trading name and logo for that purpose;
4. describe the general nature of the Services; and
5. include a discreet design or development credit on a website.

Ambos will obtain approval before publishing confidential information or non-public performance figures in a detailed case study.

13.9 Removal of credit

The Customer may ask for a website credit to be removed. Ambos may make removal conditional on payment of a reasonable fee where the credit formed part of the agreed commercial arrangement.

14. Intellectual property claims

14.1 Customer indemnity

The Customer will indemnify Ambos against losses, damages, liabilities, costs and reasonable professional expenses arising from a third-party claim that Customer Content, Customer instructions or materials selected by the Customer infringe that third party’s Intellectual Property Rights.

14.2 Conditions of indemnity

Ambos must:

1. notify the Customer promptly of the claim;
2. not make an admission or settlement without the Customer’s consent, such consent not to be unreasonably withheld;
3. allow the Customer reasonable control of the defence and settlement; and
4. provide reasonable assistance at the Customer’s cost.

14.3 Ambos-created Deliverables

If a final bespoke Deliverable created exclusively by Ambos is found to infringe a third party’s Intellectual Property Rights, Ambos may, at its option:

1. obtain a right for the Customer to continue using it;
2. modify or replace the affected part so that it is no longer infringing; or
3. terminate the affected part of the Services and refund the proportion of Charges reasonably attributable to the unusable Deliverable.

14.4 Exclusions

Ambos has no responsibility for a claim resulting from:

1. Customer Content;
2. Third-Party Materials;
3. the Customer’s instructions;
4. modification by anyone other than Ambos;
5. use outside the Contract;
6. combination with materials not supplied or approved by Ambos; or
7. continued use after Ambos has offered a reasonable non-infringing alternative.

15. Security

15.1 Reasonable security

Ambos will apply reasonable technical and organisational measures appropriate to the nature of the Services and the information reasonably known to Ambos.

15.2 No absolute security guarantee

The Customer acknowledges that no website, application, network, software or hosting environment can be guaranteed to be completely secure, continuously available or free from vulnerabilities.

15.3 Ongoing security

Unless Maintenance Services are included, Ambos is not responsible for monitoring, updating or securing a Deliverable after acceptance or launch.

15.4 Customer security obligations

The Customer must:

1. protect accounts and credentials;
2. maintain appropriate access controls;
3. remove access when users leave or change roles;
4. enable multi-factor authentication where reasonably available;
5. avoid installing unapproved or unlicensed software;
6. maintain suitable endpoint and internal network security;
7. notify Ambos promptly of suspected compromise; and
8. follow reasonable security instructions issued by Ambos.

15.5 Security incidents

Security investigation, malware removal, recovery, forensic analysis and restoration are Additional Services unless expressly included in the Proposal or required because of Ambos’s breach of the Contract.

15.6 Vulnerability disclosure

If either party becomes aware of a material vulnerability affecting the Services, it must notify the other party without undue delay and avoid public disclosure until a reasonable opportunity has been given to investigate and mitigate the vulnerability.

16. Data protection

16.1 Compliance

Each party must comply with its obligations under Data Protection Legislation.

16.2 Independent Controller activities

Ambos acts as an independent Controller when Processing Personal Data for its own legitimate business purposes, including:

1. managing the Customer relationship;
2. administering the Contract;
3. billing and accounting;
4. business communications;
5. service security and fraud prevention;
6. legal and regulatory compliance; and
7. establishing, exercising or defending legal claims.

Such Processing is governed by Ambos’s privacy notice.

16.3 Processor activities

Where Ambos Processes Personal Data on the Customer’s behalf in connection with Hosting Services, Maintenance Services, integrations, website support or another Service, the Customer is the Controller and Ambos is the Processor unless the circumstances require otherwise.

16.4 Processing instructions

Ambos will Process Personal Data only:

1. on the Customer’s documented instructions;
2. as necessary to provide the Services; or
3. where required by applicable law.

If applicable law requires Ambos to Process Personal Data other than on the Customer’s instructions, Ambos will notify the Customer before doing so unless the law prohibits notification.

16.5 Customer instructions

The Contract, the Customer’s configuration of the Services and written instructions given by authorised Customer representatives constitute documented instructions.

Ambos may charge for implementing instructions outside the Scope.

16.6 Customer responsibilities

The Customer warrants that:

1. it has a lawful basis for the Processing;
2. it has provided all required privacy information;
3. its instructions comply with Data Protection Legislation;
4. it is entitled to disclose Personal Data to Ambos;
5. the Personal Data is adequate, relevant and limited to what is necessary; and
6. it will not instruct Ambos to Process Personal Data unlawfully.

16.7 Processing details

Unless further details are specified in the Proposal:

• Subject matter: provision, hosting, maintenance, support and operation of the Services.
• Duration: the term of the applicable Services and any reasonable transition, backup-retention or deletion period.
• Nature and purpose: storing, accessing, transmitting, organising, retrieving, troubleshooting, backing up, securing and otherwise Processing Personal Data as necessary to provide the Services.
• Types of Personal Data: names, contact details, account information, technical identifiers, website submissions, customer records, transaction-related information and any other Personal Data entered into or made accessible through the Services.
• Categories of Data Subjects: the Customer’s staff, contractors, customers, prospective customers, service users, members, donors, suppliers, website visitors and other individuals whose Personal Data is processed through the Services.

16.8 Confidentiality

Ambos will ensure that personnel authorised to Process Personal Data are subject to appropriate confidentiality obligations.

16.9 Security measures

Taking account of the nature of the Processing and information reasonably available to it, Ambos will implement appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

16.10 Subprocessors

The Customer gives Ambos general written authorisation to appoint subprocessors where reasonably necessary to provide the Services.

Ambos will:

1. ensure that subprocessors are bound by written data-protection obligations providing an appropriate level of protection;
2. remain responsible for the subprocessor’s performance of those obligations to the extent required by Data Protection Legislation; and
3. provide information about material subprocessors on reasonable request.

Where reasonably practicable, Ambos will give notice of a material new subprocessor. The Customer may object on reasonable data-protection grounds within 10 Working Days.

If the parties cannot resolve the objection, Ambos may offer an alternative solution or terminate the affected Service without liability beyond refunding prepaid Charges for the unused period of that affected Service.

16.11 International transfers

Ambos will not knowingly transfer Personal Data outside the United Kingdom unless an appropriate lawful transfer mechanism or safeguard is in place where required by Data Protection Legislation.

16.12 Data Subject requests

Taking account of the nature of the Processing, Ambos will provide reasonable assistance to help the Customer respond to requests from Data Subjects.

Unless the assistance is required because of Ambos’s breach, it may be charged as an Additional Service.

16.13 Regulatory assistance

Ambos will provide reasonable assistance with:

1. security obligations;
2. Personal Data Breach notifications;
3. data-protection impact assessments; and
4. consultation with a supervisory authority,

taking account of the nature of the Processing and information available to Ambos.

Such assistance may be charged as an Additional Service unless required because of Ambos’s breach.

16.14 Personal Data Breaches

Ambos will notify the Customer without undue delay after becoming aware of a confirmed Personal Data Breach affecting Personal Data Processed by Ambos on the Customer’s behalf.

The notification will contain information reasonably available to Ambos at that time. Ambos may provide further information in phases as it becomes available.

The Customer is responsible for determining whether notification to a regulator or Data Subjects is required.

16.15 Compliance information and audits

Ambos will make available information reasonably necessary to demonstrate compliance with its Processor obligations.

Where that information is insufficient, the Customer may conduct an audit no more than once in any 12-month period unless:

1. required by a regulator;
2. required following a material Personal Data Breach; or
3. there are reasonable grounds to suspect material non-compliance.

An audit must:

1. be conducted on reasonable written notice;
2. take place during normal business hours;
3. avoid unreasonable disruption;
4. protect other customers’ information and Ambos’s Confidential Information;
5. be conducted by an independent auditor subject to confidentiality obligations; and
6. be paid for by the Customer unless the audit identifies a material breach by Ambos.

16.16 Unlawful instructions

Ambos will notify the Customer if, in its reasonable opinion, an instruction infringes Data Protection Legislation.

Ambos may suspend the affected Processing until the instruction is amended, withdrawn or confirmed to be lawful.

16.17 Return and deletion

Following termination of the applicable Services, Ambos will delete or return Personal Data Processed on the Customer’s behalf, at the Customer’s choice, unless:

1. applicable law requires retention;
2. the Personal Data remains temporarily within routine backups;
3. retention is necessary to establish, exercise or defend legal claims; or
4. return or extraction requires Additional Services.

Personal Data retained in backups will remain protected and will be deleted in accordance with the applicable backup cycle.

17. Confidentiality

17.1 Confidentiality obligations

Each party receiving Confidential Information must:

1. use it only to perform or receive the Services and exercise rights under the Contract;
2. keep it secure and confidential;
3. disclose it only to personnel, professional advisers and subcontractors who need to know it and are subject to confidentiality obligations; and
4. not disclose it to another person without the disclosing party’s prior written consent.

17.2 Exclusions

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

1. was lawfully known to it without restriction before disclosure;
2. is or becomes public other than through breach of the Contract;
3. was lawfully received from a third party without confidentiality restriction;
4. was independently developed without using the Confidential Information; or
5. must be disclosed by law, court order or regulatory authority.

17.3 Compelled disclosure

Where legally permitted, a party required to disclose Confidential Information must give the other party reasonable notice and disclose only the minimum information legally required.

17.4 Duration

The confidentiality obligations continue for five years after termination of the Contract. Obligations relating to trade secrets and Personal Data continue for as long as the information remains confidential or protected by law.

18. Warranties and disclaimers

18.1 Ambos warranty

Ambos warrants that it will provide the Services with reasonable care and skill.

18.2 Remedy

If Ambos breaches clause 18.1 and the Customer notifies Ambos within a reasonable period, Ambos will use reasonable efforts to reperform the affected Services.

18.3 No guarantee of results

Unless expressly stated in the Proposal, Ambos does not guarantee:

1. search-engine rankings or visibility;
2. website traffic, sales, enquiries or conversions;
3. business growth or financial return;
4. acceptance or approval by a third party;
5. continuous availability of Third-Party Materials;
6. compatibility with every browser, device or future software version;
7. that a website or system will be completely secure;
8. that all software will be free of defects;
9. accessibility certification or legal compliance; or
10. that automated, artificial-intelligence or third-party generated output will always be accurate.

18.4 Customer decisions

The Customer remains responsible for commercial, operational, legal and financial decisions made using the Services or Deliverables.

18.5 Implied terms

Except as expressly stated in the Contract, all warranties, representations and conditions that may be implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

19. Liability

19.1 Liabilities not excluded

Nothing in the Contract limits or excludes either party’s liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. a liability that cannot legally be limited or excluded; or
4. the Customer’s obligation to pay the Charges.

19.2 Excluded losses

Subject to clause 19.1, Ambos is not liable for:

1. loss of profit;
2. loss of revenue;
3. loss of anticipated savings;
4. loss of business or opportunity;
5. loss of goodwill or reputation;
6. loss of contracts;
7. loss or corruption of data, except to the extent directly caused by Ambos’s breach of an expressly agreed backup obligation;
8. cost of procuring replacement services;
9. indirect or consequential loss; or
10. loss that was not reasonably foreseeable when the Contract was entered into.

19.3 Third-party failures

Subject to clause 19.1, Ambos is not liable for loss caused by:

1. Third-Party Materials or third-party suppliers;
2. internet, telecommunications, utility or hosting failures outside Ambos’s reasonable control;
3. Customer Content;
4. acts or omissions of the Customer or another supplier;
5. use of a Deliverable contrary to instructions;
6. unauthorised changes to the Services or Deliverables;
7. unsupported or obsolete software;
8. the Customer’s failure to maintain suitable backups or security; or
9. a Force Majeure Event.

19.4 Duty to mitigate

Each party must take reasonable steps to reduce or avoid loss arising from a breach of the Contract.

19.5 Liability cap

Subject to clauses 19.1 and 19.6, Ambos’s total aggregate liability arising out of or in connection with:

1. a fixed-price project is limited to the total Charges paid or payable for that project; and
2. Recurring Services is limited to the Charges paid or payable for the affected Recurring Services during the 12 months immediately preceding the event giving rise to the claim.

If the Contract includes both project and Recurring Services and a claim relates to both, Ambos’s total aggregate liability is limited to the combined applicable caps but will not exceed the total Charges paid or payable under the Contract during the 12 months immediately preceding the event giving rise to the claim.

19.6 Data-protection liability

Ambos’s total aggregate liability arising from its breach of clause 16 is limited to 150% of the amount calculated under clause 19.5.

This separate cap does not apply to the extent that liability cannot legally be limited.

19.7 Claims period

Subject to clause 19.1, the Customer must notify Ambos of a claim within 12 months after becoming aware, or when it ought reasonably to have become aware, of the circumstances giving rise to it.

19.8 Application of limitations

The limitations in this clause apply to liability in contract, tort including negligence, misrepresentation, breach of statutory duty, restitution and otherwise.

20. Suspension

20.1 Suspension rights

Ambos may suspend some or all of the Services where:

1. an invoice is overdue;
2. the Customer materially breaches the Contract;
3. the Customer fails to provide a required Dependency;
4. the Customer’s use creates a security, operational or legal risk;
5. the Services are being used unlawfully or abusively;
6. a third-party supplier suspends or withdraws a required service;
7. Ambos reasonably suspects fraud, unauthorised access or compromise;
8. continued performance could expose Ambos or another person to liability; or
9. the Customer or its representatives behave in a threatening, abusive or seriously inappropriate manner towards Ambos personnel.

20.2 Notice

Ambos will give reasonable notice before suspension where practicable. Immediate suspension may be used where necessary to address an urgent security, legal, operational or payment risk.

20.3 Charges during suspension

Suspension does not relieve the Customer of its payment obligations.

Ambos may charge reasonable reactivation, investigation, remediation or administration costs.

21. Term and renewal

21.1 Project term

A project Contract begins when accepted and continues until the Services are completed or the Contract is terminated.

21.2 Recurring Services

Recurring Services begin on the date stated in the Proposal and continue for the initial minimum term specified there.

21.3 Automatic renewal

Unless the Proposal states otherwise, Recurring Services automatically renew after the initial term for successive periods equal to the original billing period.

21.4 Cancellation notice

Unless another notice period is stated in the Proposal, either party may terminate Recurring Services after the initial minimum term by giving at least 30 days’ written notice.

Where Services are billed annually, notice must be received at least 30 days before the renewal date to prevent the next annual renewal.

22. Termination

22.1 Termination for material breach

Either party may terminate the Contract by written notice if the other party materially breaches the Contract and, where the breach can be remedied, fails to remedy it within 14 days after receiving written notice requiring it to do so.

22.2 Immediate termination

Either party may terminate the Contract immediately by written notice if the other party:

1. commits a material breach that cannot be remedied;
2. repeatedly breaches the Contract in a manner that reasonably justifies the conclusion that it does not intend to comply with it;
3. ceases or threatens to cease carrying on a substantial part of its business;
4. is unable to pay its debts as they fall due;
5. enters administration, liquidation or an arrangement with creditors, other than a solvent restructuring; or
6. has a receiver, administrator or similar officer appointed over a material part of its assets.

22.3 Ambos termination rights

Ambos may terminate the Contract immediately by written notice if:

1. an invoice remains unpaid for more than 14 days after its due date;
2. the Customer’s use of the Services is unlawful or creates a material security risk;
3. the Customer fails to provide Dependencies for 60 consecutive days;
4. continued performance would place Ambos in breach of law or a third-party obligation; or
5. serious or repeated abusive behaviour is directed towards Ambos personnel.

22.4 Customer termination for convenience

The Customer may terminate an uncompleted project for convenience by giving 30 days’ written notice.

On such termination, the Customer must pay:

1. all Charges for work completed up to the termination date;
2. Charges for work scheduled or committed during the notice period;
3. all non-cancellable third-party costs and commitments;
4. reasonable demobilisation and administration costs; and
5. any termination charge expressly set out in the Proposal.

22.5 Fixed-term Recurring Services

If the Customer terminates a fixed-term Recurring Service before the end of its minimum term other than because of Ambos’s unremedied material breach, the remaining Charges for the minimum term become payable, less any costs that Ambos reasonably avoids as a direct result of early termination.

22.6 Effect of termination

On termination:

1. all outstanding invoices and accrued Charges become immediately payable;
2. Ambos may cease work and disable access to the Services;
3. each party must return or delete the other party’s Confidential Information where reasonably requested and legally permitted;
4. licences granted to the Customer in unpaid Deliverables end;
5. the Customer must stop using unpaid Deliverables; and
6. clauses intended to continue after termination remain effective.

22.7 No refund

Prepaid Charges are non-refundable except:

1. to the extent expressly stated in the Contract;
2. where Ambos terminates for convenience without Customer fault; or
3. where a refund is legally required.

23. Exit assistance and data

23.1 Standard handover

Following termination and payment of all outstanding Charges, Ambos will provide any standard handover items expressly included in the Proposal.

23.2 Additional exit work

Migration, data export, documentation, supplier liaison, training, DNS changes, server transfer, account separation and other exit assistance may be charged as Additional Services.

23.3 Technical limitations

Ambos does not guarantee that all data, settings, licences or functionality can be transferred to another provider or platform.

23.4 Retention period

Unless a different period is stated in the Proposal, Ambos may permanently delete Customer Data and Customer Content remaining in its systems 30 days after termination.

The Customer is responsible for requesting and checking any required export before that period expires.

23.5 Outstanding amounts

Ambos may withhold discretionary exit assistance while undisputed Charges remain unpaid, but will not exercise this right in a way prohibited by Data Protection Legislation or other applicable law.

24. Non-solicitation

24.1 Restriction

During the Contract and for 12 months after it ends, neither party will knowingly solicit for employment or directly engage an employee of the other party who was materially involved in providing or receiving the Services.

24.2 General recruitment

This restriction does not apply to:

1. a general recruitment advertisement not specifically targeted at the other party’s personnel;
2. a person who independently approaches the recruiting party without prior solicitation; or
3. an engagement approved in writing by the other party.

24.3 Recruitment fee

Where a person is engaged in breach of this clause, the engaging party must pay a recruitment fee equal to 20% of that person’s gross annual remuneration.

The parties agree that this fee represents a reasonable estimate of recruitment, replacement and disruption costs and is not intended as a penalty.

25. Force majeure

25.1 Relief from performance

Neither party is liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by a Force Majeure Event.

25.2 Examples

A Force Majeure Event may include:

1. natural disaster, fire, flood or severe weather;
2. epidemic or pandemic;
3. war, terrorism, civil unrest or government action;
4. industrial dispute;
5. failure of utilities, telecommunications, internet or transport networks;
6. large-scale cyberattack;
7. failure of a material supplier or data centre; or
8. legal or regulatory restrictions.

25.3 Mitigation

The affected party must take reasonable steps to reduce the effects of the Force Majeure Event and resume performance when reasonably practicable.

25.4 Extended force majeure

If a Force Majeure Event materially prevents performance for more than 60 consecutive days, either party may terminate the affected Services by written notice.

26. Communications and notices

26.1 Operational communications

Day-to-day instructions, approvals, support requests and project communications may be sent by email or through an agreed project-management or support system.

26.2 Formal notices

A formal notice under the Contract must be in writing and sent:

1. by email to the notice email address stated in the Proposal or subsequently notified in writing;
2. by hand to the party’s registered or principal business address; or
3. by pre-paid first-class post or next-working-day delivery service to that address.

26.3 Deemed receipt

A notice is deemed received:

1. if delivered by hand, when left at the correct address;
2. if sent by first-class post, at 9.00 am on the second Working Day after posting;
3. if sent by next-working-day delivery, at the time recorded by the delivery service; and
4. if sent by email, at the time of transmission, provided that no delivery-failure message is received, or at 9.00 am on the next Working Day if sent outside normal business hours.

26.4 Service of proceedings

This clause does not apply to the formal service of court proceedings or other documents in legal proceedings.

27. General provisions

27.1 Entire agreement

The Contract constitutes the entire agreement between the parties concerning its subject matter and replaces previous proposals, discussions, correspondence and understandings relating to that subject matter.

Each party acknowledges that it has not relied on a statement or representation not expressly included in the Contract, but nothing excludes liability for fraud.

27.2 Variation

A variation of the Contract is only effective if agreed in writing by authorised representatives of both parties.

27.3 Assignment

The Customer may not assign, transfer or otherwise deal with its rights or obligations under the Contract without Ambos’s prior written consent.

Ambos may assign or transfer the Contract:

1. to a company within its corporate group;
2. in connection with a merger, restructuring or sale of all or a substantial part of its business; or
3. to a financing or debt-recovery provider in relation to receivables.

27.4 Subcontracting

Ambos may subcontract its obligations but remains responsible for their performance subject to the Contract.

27.5 No partnership or agency

Nothing in the Contract creates a partnership, joint venture, employment relationship or agency between the parties.

Neither party has authority to bind the other unless expressly authorised in writing.

27.6 Third-party rights

A person who is not a party to the Contract has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

27.7 Waiver

A delay or failure to exercise a right does not waive that right.

A waiver is only effective if given in writing and applies only to the circumstances for which it is given.

27.8 Severance

If a provision of the Contract is found to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable.

If modification is not possible, the affected provision will be treated as deleted without affecting the remaining provisions.

27.9 Further assurance

Each party will take reasonable steps and sign reasonable documents necessary to give effect to the Contract.

27.10 Survival

Provisions relating to payment, Intellectual Property Rights, confidentiality, data protection, liability, indemnities, termination, exit obligations and governing law survive termination to the extent necessary to give them effect.

27.11 Counterparts and electronic signatures

The Contract may be accepted or signed electronically and in counterparts. Each counterpart forms part of the same agreement.

27.12 Governing law

The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales.

27.13 Jurisdiction

The courts of England and Wales have exclusive jurisdiction to determine disputes arising out of or in connection with the Contract.

28. Contact details

Ambos Digital Ltd
Unit 14, Tower Street
Brunswick Business Park
Liverpool
L3 4BJ

Registered in England and Wales under company number 07900690.

Questions about these Terms and Conditions should be sent using the contact details published on the Ambos website.