Legal
The terms on which we provide our services.
These terms apply when you buy services from us. Your use of this website is covered separately by our Terms of Use.
These terms apply to every service we provide, unless we have signed something else with you that says otherwise.
They apply in full where there is no signed Statement of Work - for example a platform subscription taken on its own, standalone hosting, support tickets, or hourly work.
Where there is a signed Statement of Work, these terms fill the gaps in it rather than replacing it.
Four documents can apply at once. If they disagree, this is the order:
The signed Statement of Work wins on scope, deliverables, timescales and price.
The CMS Service Terms win on platform ownership, subscription term and what happens when the service ends.
These Terms and Conditions apply to anything the other two do not cover.
The Data Processing Agreement wins outright on any question about personal data, over all three of the above.
A contract starts when the earliest of these happens:
You accept a quotation or Statement of Work in writing (email is enough).
You place an order for a plan, add-on or service.
You start using a service we have set up for you.
You pay an invoice for the service.
We provide the services described in your quotation, Statement of Work, or the plan you subscribed to. Our current plans, add-ons and rates are in our price list.
We may improve or change the platform. We will not remove a feature you actively use without reasonable notice and either a replacement or a way to move off it.
VAT. All prices exclude VAT, which we add at the prevailing UK rate.
Invoices are due on receipt unless we have agreed otherwise in writing.
How to pay. Direct debit, card via Stripe, or BACS. Annual plans may be paid by BACS.
Subscriptions are billed monthly in advance unless you have agreed annual billing.
Late payment. We may charge interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
Price changes. We may change our prices on 30 days' written notice. If a change increases what you pay, you may end the affected service on notice before it takes effect, without an early termination sum.
Discounts given for a minimum term are conditional on completing that term. See clause 6.4.
Ongoing services run for the initial term stated in your quotation, Statement of Work or plan. For platform subscriptions that is 12 months unless stated otherwise.
After the initial term the service continues monthly until either of us ends it on 30 days' written notice.
One-off work ends when the work is delivered and paid for.
Ending early. If you end an ongoing service before the initial term completes, the balance of that term becomes payable, calculated at the standard undiscounted rate, less amounts already paid. Prepayments are not refundable. This is a single charge - we do not also claim the discount back separately.
We may end an ongoing service on 90 days' written notice. If we do, clause 6.4 does not apply, and we refund anything you have prepaid for the period after you leave.
Either of us may end the agreement immediately if the other commits a material breach that is not put right within 30 days of being told about it in writing, or becomes insolvent.
What happens to your data when a platform service ends is set out in the CMS Service Terms. There is no charge for getting your content and data back.
If an invoice is more than 30 days overdue we may suspend access to the administration interface, after giving you 7 days' written warning.
We will not take a live website offline before an invoice is 60 days overdue, and we will never withhold your data or your offboarding export because of an unpaid invoice.
We may also suspend a service immediately where continuing would break the law, or where the service is being used in breach of clause 9.
Give us the information, content, access and approvals we need, when we need them.
Nominate one person who can approve work and respond within 3 working days. If delay on your side affects timescales, we may extend deadlines accordingly.
Make sure you have the rights to any content, images or materials you give us.
Keep your login credentials secure, and tell us promptly if an account is compromised.
Meet your own obligations as data controller, including your privacy notice and cookie notice.
Make sure everything you publish through our platform is lawful and accurate.
While your subscription is active we grant you a non-exclusive, non-transferable right to use the platform to run your own website. You may not:
Resell, sublicense or share access with anyone outside your organisation.
Use the platform to operate a website for a third party.
Copy, decompile, reverse engineer or attempt to extract the source of the platform.
Publish unlawful, defamatory, obscene or infringing content.
Probe, scan or test the security of the platform, or attempt to access another customer's data.
Use the platform to send unsolicited marketing in breach of PECR or UK GDPR.
Deliberately overload the platform or interfere with its operation.
Breaching this clause is a material breach and may lead to immediate suspension under clause 7.
Your materials. You keep ownership of your brand, content, photography and anything else you supply to us.
Work built for you. On payment in full, we assign to you the intellectual property in any website, copy, design and content created specifically for you.
Our platform. We keep ownership of the TPP content management platform, our shared code packages, our standard page blocks, and our design system. These are licensed to you for the term, not sold.
Detail. For platform work, the full ownership and offboarding position is in the CMS Service Terms.
Each of us will keep the other's non-public information confidential and use it only to perform the agreement. This obligation continues for 3 years after the agreement ends.
It does not apply to information that is public through no fault of the receiving party, was already known, or must be disclosed by law.
Where we process personal data on your behalf, you are the controller and we are the processor. That relationship is governed by our Data Processing Agreement, which takes precedence over these terms on any data protection question.
We warrant that we will provide the services with reasonable care and skill, and that we have the right to provide them.
We do not warrant any specific search engine ranking, traffic level, lead volume, conversion rate or commercial outcome. Search engines are not within either party's control.
We do not warrant that the platform will be uninterrupted or error free. We maintain it, back it up daily and fix faults as part of the managed service, but we do not commit to an uptime figure unless we have agreed one in writing.
Third-party services we integrate - payment processing, email delivery, SMS, social platforms, search engines - are outside our control. We are not liable for their failures, though we will help you work around them.
Cap. Each party's total liability under the agreement will not exceed the fees paid or due in the 12 months before the event giving rise to the claim.
Excluded losses. Neither of us is liable for indirect or consequential loss, pure economic loss, loss of profits, anticipated savings, business or goodwill, however arising.
Your data. We do not exclude our liability for losing your data. We back your data up daily and keep offsite copies. If we lose it through our fault, our liability is limited by the cap in clause 14.1 but it is not excluded.
Carve-outs. Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
Your indemnity. You will cover us against claims arising from content you supply or publish through our services, where that content infringes someone's rights or breaks the law.
Neither of us is liable for failing to perform because of something outside our reasonable control, including outages at hosting or connectivity providers, cyber attack, power failure, industrial action, or government action. If it lasts more than 30 days, either of us may end the affected service without penalty.
We may update these terms on 30 days' written notice. If a change materially reduces your rights, you may end the affected service on notice without an early termination sum, even during an initial term.
Assignment. You may not transfer the agreement without our written consent. We may transfer it to a company that acquires our business.
Subcontracting. We may use subcontractors, and we stay responsible for their work.
Third parties. Nobody other than you and us has rights under the agreement.
Entire agreement. The documents in clause 2 are the whole agreement between us and replace anything said or written beforehand. This does not limit liability for fraud.
Severability. If a clause is unenforceable, the rest continues to apply.
Waiver. Not enforcing a term once does not mean we give up the right to enforce it later.
Notices. Written notice may be given by email - to you at your account email address, and to us at hello@teapowered.pro.
Governing law. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Last updated: [DATE ON PUBLICATION]