Terms of Service

3.1 Onboarding Flow

All new client engagements follow the process below. Work does not commence until all steps are completed.

• Consultation call: we discuss your project, goals, and requirements
• Brief document: we send a written requirements and brief document to you via email
• Brief confirmation: you reply by email confirming the brief is accurate and complete
• Client portal invitation: we invite you to create an account on our client portal
• Quote: we issue a formal quote via the portal for your review
• Quote acceptance: you accept the quote through the portal
• Onboarding: you complete the following steps in one session via the portal: sign the project contract, pay the build deposit, and set up a payment method for your maintenance plan. All three steps are mandatory and must be completed before work begins
• Development begins: once all onboarding steps are confirmed complete, we commence work

We reserve the right to decline any project at our discretion prior to quote acceptance.

3.2 Brief and Scope

The confirmed brief document forms the agreed scope of the project. Any changes requested after brief confirmation that fall outside the original scope will be treated as additional work and quoted separately. We are not obligated to accommodate scope changes mid-project.

3.3 Client Responsibilities

You agree to:

• Provide all content, materials, brand assets, and information required for the project in a timely manner
• Assign a single point of contact with authority to approve decisions
• Respond to requests for feedback or approval within 5 business days
• Ensure all content and materials provided to us are owned by you or that you have the legal right to use them
• Complete all onboarding steps in full before expecting work to commence

Content and assets are subject to the due date agreed in your contract. If content or assets are delivered more than 3 business days after the agreed due date, the project start date will shift by the same number of business days, and the estimated go-live date will be adjusted accordingly. Other delays caused by late feedback or approvals may also affect the project timeline.

3.4 Design Direction Check-In

As part of the design process, we will arrange a brief call with you prior to full design production. During this call, a single representative page will be presented to confirm that the overall visual direction, including layout, typography, and colour palette, is aligned with the brief before work continues at scale. This check-in does not constitute a revision round and does not count towards the revision allowance stated in your contract.

3.5 Revisions

Each project includes a defined number of revision rounds as stated in the quote. Revisions beyond this scope will be charged per additional revision round at the rate stated in your contract. A “revision” means amending existing agreed work; changes to the project scope are treated as new work and quoted separately.

3.6 Timelines

We will provide estimated timelines in good faith. Timelines are dependent on prompt client feedback and may be adjusted due to factors outside our control. We will notify you of any significant delays as soon as reasonably practicable.

4.1 Fees

All fees are set out in your quote and are quoted in GBP. Cactus Co is not currently VAT registered, so no VAT is charged. If Cactus Co becomes VAT registered, VAT will be added to fees at the prevailing rate from the date of registration. We reserve the right to update our rates for new projects with reasonable notice.

4.2 Deposit

A non-refundable deposit of 50% of the total project fee is required before work commences, unless otherwise agreed in writing.

4.3 Completion, Acceptance and Go-Live

Your website reaches “Completion” when we notify you in writing that it is available for final review and invite you to confirm you wish to proceed to go-live (the “Completion Date”). On Completion, we will issue the final balance invoice, which is payable within 5 business days of the invoice date.

You have 5 business days from the Completion Date to either confirm in writing or notify us in writing of any material defect, meaning a failure to conform to the deliverables agreed in your brief and quote. Your website is “Accepted” when you confirm in writing, or, if you do not notify us of a material defect within those 5 business days, on expiry of that period. Using your website commercially or making it publicly available also constitutes Acceptance. We will remedy any validly notified material defect within a reasonable time. Cosmetic preferences and other change requests are not material defects and are handled as revisions under section 3.4.

Following Acceptance and receipt of the final balance in full, we will schedule go-live to take place 2 business days later. Go-live will not occur until both Acceptance has taken place and the final balance has been paid in full.

4.4 Invoicing and Payment Terms

Invoices are due within 14 days of the invoice date unless otherwise stated. Late payments will incur interest at 8% above the Bank of England base rate per annum, together with reasonable recovery costs, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998. If any sum remains unpaid, we may suspend the services, including hosting and maintenance, on 7 days' written notice, without liability for any resulting downtime.

4.5 Withholding Payment

You may not withhold payment on the basis of subjective dissatisfaction with creative decisions where those decisions fall within the agreed brief. Disputes must be raised in writing within 7 days of invoice.

5.1 Hosting

Hosting is managed by Cactus Co using reputable third-party providers and is included as part of your maintenance plan. No separate hosting fee applies. We are not liable for downtime, data loss, or interruptions caused by the hosting provider, and will endeavour to notify you of any planned maintenance where possible.

5.2 Domain Names

Domain names are the sole responsibility of the Client. You are responsible for registering, renewing, and managing your own domain name with your chosen registrar. Cactus Co does not register or manage domains on your behalf.

Where required to connect your domain to our hosting or other services, we may request temporary access to your domain registrar account solely for the purpose of updating DNS records or nameservers. We will not make any other changes to your account, and you should revoke access once configuration is complete if you wish to do so.

We are not liable for any issues arising from your domain registration, expiry, or management, including website downtime caused by a lapsed domain.

If your project ends or your maintenance plan is cancelled, we will provide you, on request, with the information reasonably necessary to point your domain to alternative hosting. We are not responsible for migrating, exporting, or re-hosting your website unless separately agreed in writing.

6.1 Mandatory Requirement

A maintenance plan is required for all clients. Signing up for a maintenance plan is a condition of engaging Cactus Co and must be completed during onboarding before development work begins. We do not deliver or hand over completed websites to clients who are not on an active maintenance plan.

6.2 Billing Options

Maintenance plans are available on a month-to-month basis or as an annual plan. Annual plans are billed once a year at a rate equivalent to 10 monthly payments, giving you 2 months free.

Fees are billed in advance via the payment method set up during onboarding. For monthly plans, the first payment is taken on your go-live date and subsequent payments on the same date each month. If your go-live date moves, your payment dates move with it accordingly and we will confirm the actual dates in writing. For annual plans, the first payment covers the full year from your go-live date.

Annual plans automatically renew for a further 12-month term on the same plan at the then-current annual fee, unless you give us written notice before your renewal date that you wish to switch to monthly billing or cancel. We will notify you of your renewal date and renewal fee at least 30 days before your current term ends. If you opt out, rolling monthly billing applies at the then-current monthly fee, or the plan ends, as you elect.

All fees are as stated in your quote and are subject to annual review with 30 days' written notice. For monthly plans, any increase takes effect from the start of the next billing period following that notice. For annual plans, your fee is fixed for the duration of each prepaid term, and any increase applies only from your next renewal.

6.3 Upgrades

You may upgrade to a higher maintenance plan at any time through the client portal.

On a monthly plan, upgrades take effect from your next billing date at no additional immediate charge.

On an annual plan, upgrades take effect immediately. You will be charged the difference between the two plans for the remaining whole months of the term, calculated at the applicable annual rates. Your annual renewal date does not change.

6.4 Downgrades and Cancellation (Monthly Plans)

You may request a downgrade or cancellation of a monthly plan by contacting us in writing with at least 30 days' notice. The change will take effect from the next billing date that falls after those 30 days have elapsed. Cancellation does not entitle you to a refund of any fees already paid.

6.5 Downgrades and Cancellation (Annual Plans)

You may downgrade at your annual renewal date by giving us at least 30 days' written notice before that date.

If you cancel an annual plan before the end of your paid year, we will refund the amount you have prepaid less the standard monthly rate for your plan for each month, or part month, of service used (rounded up to the next whole month). No refund is due once your prepaid amount has been exhausted at the standard monthly rate. Refunds are processed within 14 days of your cancellation request being confirmed in writing.

6.6 What's Included

The scope of your maintenance plan is set out in your quote. Unless explicitly stated otherwise, maintenance plans do not include new feature development, redesigns, or additional pages. These are scoped and quoted separately.

6.7 Suspension for Non-Payment

If a maintenance payment fails and is not resolved within 7 days, we reserve the right to suspend maintenance services until the outstanding balance is cleared. Repeated failed payments may be treated as a material breach of these Terms.

7.1 Cactus Co IP: Retained

Cactus Co retains full ownership of all intellectual property rights in the underlying code, frameworks, component libraries, design systems, templates, and development tools used or created in the course of delivering your project. This includes any proprietary processes, patterns, or structures that form the technical foundation of your website.

Upon receipt of full and final payment, Cactus Co grants you a non-exclusive, non-transferable licence to use these elements solely for the purpose of operating your website. This licence is contingent on your maintenance plan remaining active and all fees under your contract being paid in full.

If you fail to pay any sums due, this licence will immediately suspend until the default is remedied. If your maintenance plan is cancelled in accordance with these Terms (with any outstanding fees settled), or if we cancel your maintenance plan for convenience as described in section 12, this licence will convert to a perpetual licence on the same non-exclusive, non-transferable terms, with no ongoing royalty obligation. The restrictions on how you may use our underlying technology set out above continue to apply to any perpetual licence.

7.2 Client IP: Assigned

Upon receipt of full and final payment, Cactus Co assigns to you all intellectual property rights in the bespoke creative assets and content produced specifically for your project. This includes custom graphic design, bespoke illustrations, written copy created by us, and any other creative deliverables unique to your brand. This assignment is worldwide, perpetual, and royalty-free.

Content and materials provided by you (including your logo, brand assets, photography, and copy) remain your property at all times.

7.3 Third-Party Assets

Where third-party assets are used (stock photography, fonts, plugins, frameworks, themes), those assets remain subject to their respective licences. We will inform you of any licence requirements that affect your use of the deliverables. You are responsible for maintaining any required third-party licences following completion of the project.

7.4 Portfolio Rights and Footer Attribution

We retain the right to display the completed project in our portfolio and marketing materials unless you request confidentiality in writing prior to project commencement.

The website we deliver will include a small footer credit reading “Built by Cactus” (or similar) linking to our website. If you would prefer this credit to be omitted, you may request its removal before contract signing and it will be excluded from your contract.

7.5 IP Indemnity

You shall indemnify, defend, and hold harmless Cactus Co and its employees, contractors, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal costs) arising out of or in connection with any allegation that the content, materials, data, or other assets provided by you infringe the intellectual property rights or other rights of any third party.

9.1 Our Role

In connection with our services, Cactus Co may process personal data in two capacities: as an independent controller for our own business purposes (such as managing client relationships and sending invoices), and as a data processor acting on your behalf where we process personal data relating to your end-users in the course of delivering services. Our Privacy Policy, available at wearecactus.co/privacy, provides further details of our data practices as controller.

9.2 Your Responsibilities

Where we process personal data on your behalf, you are responsible for ensuring you have a lawful basis under applicable data protection law for that processing, that you have provided all required notices to relevant data subjects, and that you have obtained any necessary consents. You are also responsible for ensuring your website and your use of our services complies with all applicable data protection legislation.

9.3 Our Obligations as Processor

Where we act as your processor, we will:

• Process personal data only on your documented instructions, unless required to do so by law
• Implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage
• Not engage sub-processors without your prior authorisation
• Assist you in responding to data subject requests exercising their rights under applicable data protection law
• Notify you without undue delay on becoming aware of a personal data breach affecting data processed on your behalf
• At your election, delete or return all personal data on termination of the services, unless retention is required by applicable law

9.4 Sub-Processors

We use third-party sub-processors including hosting providers, analytics platforms, email service providers, and payment processors. We will notify you of any intended additions or replacements, and you may object within 14 days of notification. Where a valid objection is raised and the parties cannot agree an alternative, either party may terminate the affected services on reasonable written notice.

10.1 Liability Cap

To the fullest extent permitted by law:

• Cactus Co's total aggregate liability to you arising out of or in connection with any project shall not exceed the total fees paid or payable by you to Cactus Co in the twelve (12) months immediately preceding the event giving rise to the claim
• We will not be liable for any indirect, consequential, loss of profit, or loss of business damages, or for loss, corruption, or unauthorised disclosure of your data, except where this is caused by our breach of the data protection terms in section 9 or our negligence
• We are not liable for the actions or failures of third-party providers including hosting companies, payment processors, or plugin developers

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

This cap applies to our liability only. It does not limit your obligation to pay fees due under your contract, or your indemnity obligations under section 7.5.

10.2 Force Majeure

We will not be liable for any failure or delay in performing our obligations to the extent caused by circumstances beyond our reasonable control, including acts of God, natural disasters, pandemics, power outages, internet or telecommunications failures, or government actions. We will notify you promptly of any such event and use reasonable endeavours to resume performance as soon as practicable.

10.3 Reasonableness

Nothing in this section 10 excludes or limits liability to any extent that would be unreasonable under the Unfair Contract Terms Act 1977.