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AGREEMENTS

SERVICES AGREEMENT 

This Agreement is entered into as of the date of purchase between Agata Business Services, having its principal place of business at Lima, Upper Street, Fleet, GU51 3PE, Hampshire, United Kingdom (the "Contractor"), and the "Client," who purchases bulk hours for website-related services (the "Services") via the Contractor's online shop.

 

1. SCOPE OF SERVICES

1.1. Services Provided
The Contractor, Agata Business Services, agrees to provide the Client with a range of professional website-related and digital business services, which may include but are not limited to:

Website Development & Management:

Website design and redesign
Website transfer and migration
Website updates and maintenance
Wix website support and assistance
Technical troubleshooting and debugging
Search Engine Optimisation (SEO) Services:

On-page and off-page SEO optimisation
SEO audits and recommendations
Keyword research and strategy
Website performance improvements
Content Creation Services:

Content writing and editing
Blog writing and management
Website copywriting
Multilingual content translation
Graphic Design & Branding:

Logo design and branding materials
Custom graphic design for websites and social media
Digital marketing collateral creation
Canva commercial design services (licensed use)
Marketing & Business Services:

Digital marketing strategy and consulting
Social media management and content planning
Business plan writing services
Custom marketing services tailored to client needs
Training & Consultancy:

Online training sessions (one-to-one or group)
Business consultancy and strategy planning
Wix platform training and tutorials
Marketing and website management consultations
Other customised services as mutually agreed between the Contractor and Client.

Legal Support:

Supply of Goods and Services Act 1982, Section 13: Confirms that services must be provided with reasonable skill and care.
Consumer Rights Act 2015, Section 49: Establishes the Contractor’s obligation to deliver services professionally and within reasonable expectations.
Unfair Contract Terms Act 1977, Section 3: Protects the Contractor from unrealistic expectations beyond the agreed scope of work.
1.2. Hourly-Based Service Model
Services are provided on an hourly basis, with the Client purchasing bulk hours in advance. The Client acknowledges that each project is unique, and the Contractor cannot provide a fixed timeframe for completion. The Client understands and agrees that:

Services are charged based on time spent, not on specific deliverables.
The flexibility of bulk hours allows for various tasks to be assigned at the Client’s discretion.
The Contractor is not liable if the purchased hours are insufficient to complete the Client’s desired scope of work.
Legal Support:

Unfair Contract Terms Act 1977, Section 11: Confirms that clearly stated payment terms are enforceable when fairly agreed upon.
Breach of Contract (Common Law): Establishes that failure to complete all desired tasks within purchased hours does not constitute a breach if services were provided as agreed.
1.3. Additional Work and Overtime Charges
Any additional work requested by the Client beyond the purchased bulk hours shall be considered overtime and will be billed at the same hourly rate as the initial bulk purchase. The Contractor will inform the Client of any additional hours required, and an invoice will be issued accordingly. Work will only proceed once additional payment is received.

The Client agrees that failure to purchase additional hours may result in:

Delays in project completion;
Suspension of work;
The Contractor withholding project deliverables until full payment is made.
Legal Support:

Consumer Rights Act 2015, Section 19: Confirms that additional charges can be applied for work beyond the initial agreement.
Supply of Goods and Services Act 1982, Section 15: Protects the Contractor’s right to receive fair compensation for additional work completed at the Client’s request.
The Late Payment of Commercial Debts (Interest) Act 1998: Allows for statutory interest charges on overdue payments.
1.4. Client’s Responsibility to Monitor Hours
The Client acknowledges that it is their responsibility to monitor the hours used via WhatsApp time tracking and Wix platform tracking, which will provide regular updates on the progress of the project. The Client agrees that:

Any form of communication, including calls, messages, emails, and meetings, shall be considered billable time and will count towards the total hours purchased.
Requests for updates, clarifications, or new instructions are considered part of the service and will be deducted from the purchased bulk hours.
Failure to monitor hours does not exempt the Client from payment obligations, and once bulk hours are exhausted, additional fees will apply.
Legal Support:

Electronic Communications Act 2000: Confirms that digital communication records can be used as legally binding proof of service delivery.
Consumer Rights Act 2015, Section 50: Protects businesses by ensuring clients fulfil their obligations to cooperate with service tracking methods.
Common Law Principles of Contract Interpretation: Confirms that failure to monitor services does not absolve payment obligations.
1.5. No Guarantee of Project Completion within Purchased Hours
The Client acknowledges and agrees that:

Due to the unique nature of each project, the Contractor cannot guarantee that all work will be completed within the purchased hours.
The time required for specific tasks is subject to factors outside the Contractor’s control, such as the complexity of revisions, third-party integrations, or changes in the Client’s requirements.
Additional bulk hours may be required to complete the project, and the Contractor shall not be liable for any incomplete work due to the exhaustion of the initially purchased hours.
Legal Support:

Unfair Contract Terms Act 1977, Section 3: Protects the Contractor by ensuring that no unrealistic obligations are imposed beyond what was initially agreed.
Misrepresentation Act 1967: Ensures that the Contractor cannot be held liable for unmet expectations beyond the agreed terms.
Consumer Rights Act 2015, Section 49: Establishes that service providers must work with reasonable skill and effort but are not responsible for unforeseeable project complexities.
1.6. Client Acknowledgement of Service Terms
By purchasing bulk hours or project-based services from Agata Business Services and ticking the mandatory acceptance box at checkout, the Client expressly acknowledges and agrees to the terms outlined in this Agreement, including the understanding that:

They have reviewed the service description and limitations provided on the Contractor’s website.
They are purchasing the Contractor’s time, not guaranteed results or completion of specific deliverables within a fixed period.
They are responsible for tracking their allocated hours and communicating project needs effectively to avoid unnecessary usage of time.
If they disagree with the terms, they must not proceed with the purchase of services.
Legal Support:

Electronic Communications Act 2000: Establishes that digital acceptance of contract terms is legally binding.
Consumer Protection from Unfair Trading Regulations 2008: Confirms that clear contract terms, once accepted, cannot later be disputed.
By agreeing to these terms, the Client confirms their understanding of the Contractor’s service structure and acknowledges their responsibility for timely communication, cooperation, and payment.

2. CLIENT RESPONSIBILITIES

2.1. Tracking and Monitoring Work Hours
The Client shall have access to track the Contractor’s work hours via WhatsApp and Wix platform tracking. The Client acknowledges that it is their responsibility to monitor progress and request updates as necessary. Any time spent on communication, including emails, phone calls, and discussions regarding the project, shall be counted towards the purchased bulk hours.

Legal Support:

  • Consumer Rights Act 2015, Section 50: Confirms that services must be performed with reasonable care and skill, and the Client is responsible for cooperating with the service provider.

  • Supply of Goods and Services Act 1982, Section 13: States that service providers are entitled to payment for time spent on services agreed upon in the contract.

  • Breach of Contract (Common Law): Establishes that failure to comply with contract terms, such as monitoring services, does not exempt the Client from payment obligations.

2.2. Client’s Obligation to Provide Materials and Attend Meetings
The Client is solely responsible for providing all necessary materials required for the project, including but not limited to images, text content, branding guidelines, and any other requested documentation in a timely manner via email.

Furthermore, the Client agrees to attend all scheduled online meetings as required to facilitate the progress of the project. If the Client is unable to attend a scheduled meeting, they must provide a minimum of 24 hours’ notice via email to reschedule. Repeated failure to provide required materials or attend scheduled meetings may result in project delays for which the Contractor shall not be held responsible, and additional charges may apply for rescheduling or continued work.

Legal Support:

  • Supply of Goods and Services Act 1982, Section 14: States that the Client must provide necessary materials and cooperation for the effective performance of services.

  • Consumer Rights Act 2015, Section 49: Confirms that clients must act in a way that enables the trader to meet contractual obligations.

  • Breach of Contract (Common Law): Establishes that failure to meet obligations, such as providing materials or attending meetings, may result in termination or additional costs.

2.3. Client’s Obligation to Notify Termination or Suspension of Services
If the Client does not wish to continue the project after exhausting the purchased bulk hours, they must notify the Contractor in writing via email. The Client acknowledges that failure to provide such notification shall result in continued provision of services, and additional hours will be invoiced at the agreed rate.

Legal Support:

  • Electronic Communications Act 2000: Confirms that email communication is legally binding for contract modifications and terminations.

  • Common Law Principles of Contract Performance: Establishes that silence or failure to notify the Contractor implies consent to continued services.

2.4. Payment for Additional Work and Overtime Charges
If the Client requests additional tasks or modifications beyond the scope of the original agreement, the Client agrees to cover the cost of extra work at the agreed hourly rate. In the case of bulk hours, any additional hours required to complete such tasks shall be billed separately. If the Client has purchased a fixed-price project (e.g., a 2-page website), any additional pages or services requested beyond the original scope shall be charged at the standard rate applicable for an expanded project.

Legal Support:

  • Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013: Confirms that businesses can charge additional fees for services beyond the initial contract scope if clearly disclosed.

  • Supply of Goods and Services Act 1982, Section 15: Entitles the Contractor to reasonable compensation for any additional work requested.

  • Unjust Enrichment (Common Law): Prevents the Client from receiving additional benefits without providing corresponding payment.

2.5. Business Morality and Professional Conduct
The Client agrees to maintain professional and respectful communication with the Contractor throughout the duration of the project. Any abusive, harassing, or unreasonable behaviour towards the Contractor, including excessive demands, unrealistic expectations, or failure to adhere to agreed timelines, shall be considered a material breach of contract and may result in termination of services without refund.

Legal Support:

  • Protection from Harassment Act 1997: Provides protection from persistent, unreasonable behaviour that may constitute harassment.

  • Consumer Protection from Unfair Trading Regulations 2008: Prohibits clients from engaging in unfair or aggressive business practices against the Contractor.

  • Equality Act 2010: Protects the Contractor from discrimination or unreasonable treatment during the course of business interactions.

2.6. Responsibility for Additional Costs
The Client acknowledges and agrees that any request for additional features, revisions, or scope changes beyond what was initially agreed upon in the service description will result in additional charges. This includes but is not limited to:

  • Extra website pages beyond the originally agreed number;

  • Additional content writing, SEO, or graphic design work;

  • One-to-one training sessions exceeding the allocated time;

  • Custom programming work, which shall be billed at a custom rate to be agreed separately.

Failure to pay for additional services requested shall result in suspension of the project until outstanding amounts are settled. The Contractor reserves the right to withhold access to any work completed until payment is made in full.

Legal Support:

  • Consumer Rights Act 2015, Section 19: Provides that service providers can withhold goods or services if payment obligations are not met.

  • The Late Payment of Commercial Debts (Interest) Act 1998: Entitles the Contractor to claim statutory interest on overdue invoices.

  • Retention of Title (Common Law): Grants the Contractor the right to retain project materials until full payment is received.

2.7. Acknowledgement of Non-Refundable Services
The Client acknowledges that all services purchased from Agata Business Services are non-refundable, including bulk-hour services and project-based services. Bulk hours are considered a flexible service that can be used for various tasks; therefore, once purchased, they cannot be refunded, even if unused.

For project-based services, refunds shall not be issued if work has commenced. If the Client wishes to cancel before work begins, a refund of 60% may be issued to cover administrative and preparatory costs.

Legal Support:

  • Consumer Contracts Regulations 2013, Part 3: States that once a personalised service has started, the Client loses the right to cancel or obtain a refund.

  • Unjust Enrichment (Common Law): Prevents clients from seeking refunds where work has been provided in good faith.

  • Small Business, Enterprise and Employment Act 2015: Provides legal support for sole traders in enforcing clear refund policies.

2.8. Client’s Agreement to Terms and Conditions
By ticking the acceptance box at the time of purchase, the Client confirms that they have read, understood, and agreed to all terms and conditions set out in this Agreement. The Client acknowledges that this digital acceptance is legally binding and waives any claim of ignorance or misunderstanding of the terms.

Legal Support:

  • Electronic Communications Act 2000: Confirms that ticking an online acceptance box forms a legally binding contract.

  • Consumer Rights Act 2015: Requires clear and fair presentation of contractual terms, which the Contractor provides via the website.

  • The Unfair Contract Terms Act 1977: Protects businesses from claims that contract terms were unfairly imposed if the Client had an opportunity to review them before acceptance.

 

3. PAYMENT TERMS

3.1. Advance Payment Requirement
The Client agrees to pay for bulk hours in advance at the agreed hourly rate. The Contractor shall not be obligated to commence any work until full payment for the agreed bulk hours has been received. All payments are non-refundable, except as explicitly provided in this Agreement.

Legal Support:

Supply of Goods and Services Act 1982, Section 15: Confirms that payment terms agreed upon in advance are enforceable if the services are provided with reasonable care and skill.
Consumer Rights Act 2015 (CRA 2015), Section 50: Establishes that service providers are entitled to enforce payment terms where the client has agreed to them prior to commencement of work.
The Late Payment of Commercial Debts (Interest) Act 1998: Provides the Contractor with the right to claim statutory interest on overdue payments.
3.2. Additional Work and Overtime Charges
If additional hours are required beyond the initial bulk purchase, the Client shall be invoiced at the same agreed hourly rate. Payment for any additional hours must be made in full and in advance before further work continues. The Client acknowledges that any delay in payment may result in suspension of work and potential project delays.

Legal Support:

Supply of Goods and Services Act 1982, Section 13: Establishes that any additional work beyond the agreed scope must be paid for, provided it is delivered with due care and skill.
Unfair Contract Terms Act 1977 (UCTA), Section 11: Protects the Contractor’s right to enforce reasonable and transparent payment terms for additional services.
Common Law Principles of Contract Performance: Allows a service provider to suspend work if payment terms are not adhered to.
3.3. Billable Activities and Work Scope
The Client agrees that all communication, project-related discussions, revisions, consultations, research, and administrative tasks undertaken by the Contractor shall be billable and counted towards the total hours purchased. This includes but is not limited to:

Email correspondence and project briefings;
Phone and video calls relating to project scope or revisions;
Research, planning, and report generation;
Technical support and project troubleshooting.
Failure to acknowledge or review deliverables in a timely manner does not exempt the Client from payment obligations.

Legal Support:

Consumer Rights Act 2015, Section 49: Establishes that services must be provided with reasonable skill and care, which includes all necessary time spent on project management.
Breach of Contract (Common Law): Confirms that failure to pay for billable time constitutes a breach of contract enforceable through legal action.
Civil Procedure Rules (CPR) Part 7: Allows the Contractor to pursue legal action for non-payment of services rendered.
3.4. No Refund Policy for Unused Hours
If the Client chooses to discontinue the project, no refunds shall be issued for any unused hours already purchased. The Client acknowledges that the flexibility of bulk hours allows for a variety of tasks to be completed, and that the Contractor allocates time and resources based on the purchase commitment.

Legal Support:

Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, Part 3: States that customised or bespoke services are not subject to refund obligations once commenced.
Unjust Enrichment (Common Law Doctrine): Protects the Contractor against Client claims for refunds where services have been provided or reserved in good faith.
Small Business, Enterprise and Employment Act 2015: Supports sole traders' rights to enforce clear refund policies that are fairly disclosed.

3.5. Final Payment and Co-Ownership Agreement

The Client acknowledges that full payment must be made before the project is handed over and access to any completed website, design files, content, or related materials is granted. Until full payment is received, Agata Business Services retains full ownership and control over all project materials.

Upon full payment, the Client will be granted a co-ownership role, meaning the Client is permitted to use, modify, and manage the website for their business purposes. However, the overall ownership, including all intellectual property rights and control over the project, shall remain with Agata Business Services, subject to the terms outlined in this Agreement.

If the Client is paying in instalments, the co-ownership role will only be assigned upon receipt of the final payment. Agata Business Services reserves the right to restrict or revoke the Client’s access to the website and materials if any payment obligations remain outstanding.

In the event of non-payment, Agata Business Services retains the right to:

  • Withhold or revoke access to the website and related materials;

  • Suspend ongoing services;

  • Seek legal action to recover unpaid amounts;

  • Charge statutory interest on overdue payments in accordance with UK law.

Legal Support:

  • Retention of Title (Common Law): Confirms that ownership of goods and services remains with the provider until payment is completed.

  • Consumer Rights Act 2015, Section 20: Confirms that a service provider retains rights to work products until ownership is transferred under agreed terms.

  • The Late Payment of Commercial Debts (Interest) Act 1998: Allows the Contractor to charge interest of 8% above the Bank of England base rate, plus debt recovery costs.

By proceeding with the purchase, the Client acknowledges and agrees to these terms, accepting that Agata Business Services shall maintain ownership of the website and project materials unless explicitly agreed otherwise in writing.
3.6. Payment Methods and Currency
All payments must be made using the accepted payment methods specified by Agata Business Services. Payments must be made in GBP (£) unless otherwise agreed in writing. The Client shall be responsible for any bank fees, transfer charges, or currency conversion costs incurred in the transaction process.

Legal Support:

Payments Services Regulations 2017: Governs electronic payment transactions and responsibilities of service providers regarding payment terms.
Consumer Rights (Payment Surcharges) Regulations 2012: Ensures fair and transparent disclosure of additional payment processing fees.
3.7. Failure to Pay and Debt Recovery
If the Client fails to make payments in accordance with this Agreement, Agata Business Services reserves the right to:

Suspend work until full payment is received;
Take legal action to recover outstanding debts, including claiming interest and legal costs;
Terminate the contract and retain all materials until payment is settled;
Report the Client's non-payment to relevant credit reporting agencies, which may impact their creditworthiness.
Legal Support:

The Late Payment of Commercial Debts (Interest) Act 1998: Allows the Contractor to impose interest and recover debt collection costs.
Limitation Act 1980: Provides the Contractor with up to six (6) years to pursue outstanding debts through legal action.
Civil Procedure Rules (CPR) Part 7: Governs the process of recovering unpaid invoices through the County Court.
3.8. Client Acknowledgement
By purchasing bulk hours or project-based services from Agata Business Services and ticking the mandatory acceptance box, the Client irrevocably agrees to the payment terms outlined in this Agreement. The Client acknowledges that failure to comply with these payment terms may result in legal enforcement, additional charges, and suspension of services.

Legal Support:

Electronic Communications Act 2000: Establishes that digital acceptance of contract terms is legally binding.
Consumer Contracts Regulations 2013: Ensures the Client has been fully informed of payment terms before purchase.
 

 

4. OWNERSHIP AND USAGE RIGHTS

4.1. Client’s Rights Upon Full Payment
Upon receipt of full payment for the agreed services, the Client shall receive a non-exclusive licence to use the completed website and project materials, including but not limited to website design, digital graphics, written content, and marketing materials, for their own business purposes. Co-ownership rights shall only apply to content exclusively created by Agata Business Services and not to third-party elements used under commercial licences.

Legal Support:

  • Copyright, Designs and Patents Act 1988: Confirms that the creator of original work (e.g. website design, graphics, content) retains copyright unless explicitly transferred.

  • Supply of Goods and Services Act 1982: Confirms the Client’s right to use services provided in accordance with the agreed terms upon full payment.

4.2. Contractor’s Retention of Ownership Until Payment
Agata Business Services shall retain full ownership of all project materials, including website files, design assets, and content, until all outstanding payments have been made in full. The Client is not permitted to use, modify, or publish the project materials in any form until ownership rights are transferred.

If the Client fails to complete payment, Agata Business Services reserves the right to:

  • Restrict access to the website and materials;

  • Withhold transfer of any project-related assets;

  • Seek legal remedies for unauthorised use.

Legal Support:

  • Retention of Title (Common Law): Allows the Contractor to retain ownership until full payment is received.

  • Late Payment of Commercial Debts (Interest) Act 1998: Permits recovery of fees and potential interest for overdue payments.

4.3. Instalment Payment Plans
If the Client purchases services under an instalment plan, ownership and full usage rights shall only be transferred upon receipt of the final payment. Until such time, the Contractor retains all ownership and may restrict usage of the website or related materials if payments are not made according to the agreed schedule.

Legal Support:

  • Consumer Credit Act 1974: Confirms that ownership transfers only when full payment is made under an agreed instalment arrangement.

4.4. Contractor’s Rights to Use Project Materials
Unless expressly prohibited by the Client in writing before the commencement of services, Agata Business Services retains the right to use non-confidential elements of the completed project for promotional, marketing, and portfolio purposes, including but not limited to showcasing work on the Contractor's website and social media platforms. The Contractor agrees to anonymise any sensitive business information unless consent is provided by the Client.

Legal Support:

  • Copyright, Designs and Patents Act 1988, Section 30: Allows fair use of creative work for promotional purposes unless otherwise agreed.

  • The General Data Protection Regulation (UK GDPR): Ensures that personal data is protected if used in promotional materials.

4.5. Client’s Usage Restrictions
The Client shall not resell, redistribute, or commercially exploit the completed website, designs, or content for any purpose other than their own business needs without obtaining prior written consent from Agata Business Services. The Client is permitted to:

  • Use the website for its intended business operations;

  • Modify the content within the scope of agreed usage rights;

  • Request additional services for future changes, subject to additional fees.

In the event of unauthorised resale or misuse, Agata Business Services reserves the right to pursue legal action and claim damages for breach of contract.

Legal Support:

  • Copyright, Designs and Patents Act 1988, Section 16: Establishes the Contractor’s right to prevent unauthorised distribution or resale.

  • Misrepresentation Act 1967: Protects against unauthorised claims of ownership or origin of the work.

4.6. Use of Third-Party Licences and Resources
Agata Business Services operates under commercial licences from third-party platforms, including but not limited to:

  • Canva Commercial Licence: Covering graphics, templates, and stock images used in the project.

  • Wix Commercial Sub-licence: Permitting the use of the Wix platform for website development under agreed terms.

The Client acknowledges that:

  • Any third-party elements used within the project (such as stock images, plugins, and fonts) are subject to their respective licensing agreements;

  • The Client must comply with the terms of use imposed by third-party licensors;

  • Agata Business Services does not provide any warranty for third-party materials beyond the scope of its sub-licences.

Legal Support:

  • Intellectual Property Office (UKIPO) Guidelines: Confirms that licences grant rights to use but not ownership of third-party content.

  • Consumer Protection from Unfair Trading Regulations 2008: Ensures transparency in the use of licensed materials.

4.7. Protection of Contractor’s Work
To protect the integrity of the Contractor’s work, the Client agrees not to:

  • Claim authorship of any materials created by Agata Business Services;

  • Reverse-engineer or copy designs, templates, or frameworks for redistribution;

  • Allow third parties to access or modify the project materials without prior written consent.

If any breach of these terms occurs, the Contractor reserves the right to:

  • Revoke the Client’s licence to use the materials;

  • Pursue legal action for copyright infringement;

  • Seek damages for reputational harm caused by unauthorised use.

Legal Support:

  • Copyright, Designs and Patents Act 1988, Section 77: Protects the author’s moral rights to be identified as the creator of original work.

  • The Defamation Act 2013: Allows the Contractor to take legal action against false attribution or misuse of their work.

4.8. Client Acknowledgement
By purchasing services from Agata Business Services and ticking the mandatory acceptance box, the Client acknowledges and agrees to all ownership and usage terms outlined in this Agreement. The Client further understands that their rights to use the completed materials are conditional upon full compliance with these terms and payment obligations.

Legal Support:

  • Electronic Communications Act 2000: Confirms that digital acceptance of contract terms is legally binding.

  • The Consumer Rights Act 2015: Ensures the Client is made fully aware of the terms before entering into a binding agreement.

 

5. TERMINATION AND CANCELLATION

5.1. Non-Refundable Nature of Services
The Client acknowledges and agrees that all bulk hours services purchased from Agata Business Services are non-refundable, as they are purchased for flexible use across a range of services, including but not limited to website design, SEO, marketing, content writing, business consultation, and training. The Client understands and accepts that:

  • Bulk hour services are paid for time spent, not for specific deliverables or completed tasks;

  • The flexibility of bulk hours allows for various task allocations, and as such, once purchased, they cannot be cancelled or refunded;

  • The Contractor will allocate resources and time planning based on the purchased hours, and as such, refunds are not available once the service is confirmed.

This clause is supported by:

  • Consumer Rights Act 2015 (CRA 2015), Section 19: Services must be provided with reasonable skill and care, but consumers are only entitled to a refund if the service is not provided as agreed. As services are delivered by time allocation, the Contractor fulfills their obligation once work has commenced.

  • Supply of Goods and Services Act 1982, Section 15: Payment terms agreed upon in advance are binding and enforceable where work is carried out with due care and diligence.

  • Unfair Contract Terms Act 1977 (UCTA), Section 11: Allows the limitation of refunds if terms are transparent and agreed upon in advance.

5.2. Refund Policy for Task-Based Services
For services purchased on a per-task basis, the following refund policy shall apply:

  • If work has commenced, the Client is not eligible for a refund, as the Contractor has already allocated time and resources to the project.

  • If work has not commenced, the Client may be eligible for a 60% refund, with the remaining 40% retained to cover administrative costs, preparation, and loss of business opportunity.

The Client agrees that this refund policy is fair and reasonable based on the nature of the services provided.

This clause is supported by:

  • The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, Part 3: States that once digital or personalised services have commenced, the right to cancel does not apply.

  • Consumer Rights Act 2015, Section 20: A business may deduct reasonable costs from refunds where services have been partially provided.

  • Small Business, Enterprise and Employment Act 2015: Supports businesses' ability to define fair refund terms where resources have been allocated in good faith.

5.3. Client Responsibilities and Continuation of Work
If the Client fails to provide clear written instructions via email to cease work, the Contractor will continue providing services based on the previously agreed scope and tasks. The Client acknowledges that:

  • Continued provision of instructions by the Client (including via messages, calls, or additional requests) will be interpreted as consent to proceed with work;

  • Any additional hours required beyond the purchased bulk will be invoiced at the agreed hourly rate;

  • The Contractor is not responsible for misunderstandings resulting from a lack of clear written communication from the Client regarding the termination or modification of services.

This clause is supported by:

  • Electronic Communications Act 2000: Confirms that emails and digital communications are legally binding for contract modifications and terminations.

  • Consumer Protection from Unfair Trading Regulations 2008: Ensures that terms must be clear, and the Client’s obligations to communicate changes are fairly outlined.

  • Breach of Contract (Common Law): Failure to provide timely communication regarding termination may result in implied continuation of services under English contract law.

5.4. Consequences of Non-Payment for Additional Hours
If the Client elects not to purchase additional hours necessary to complete the project, the Contractor reserves the right to:

  • Withhold access to or delivery of the project materials, files, or completed work until full payment of outstanding amounts is received;

  • Suspend further work without liability for any incomplete tasks due to the Client's failure to provide additional funds;

  • Take appropriate legal action to recover unpaid fees, including debt recovery proceedings and statutory late payment interest charges.

The Client acknowledges that Agata Business Services retains a contractual lien over project materials until payment obligations are fully satisfied.

This clause is supported by:

  • Late Payment of Commercial Debts (Interest) Act 1998: Entitles the Contractor to charge interest (8% above the Bank of England base rate) and recover debt collection costs for overdue payments.

  • Retention of Title (Common Law): Allows the Contractor to retain ownership of deliverables until full payment is made.

  • The Limitation Act 1980: Provides the Contractor with up to six (6) years to pursue legal action for unpaid services.

5.5. Termination by the Contractor
The Contractor reserves the right to terminate this Agreement immediately if:

  • The Client breaches any terms of the Agreement, including failure to pay invoices on time;

  • The Client engages in abusive, fraudulent, or unethical conduct that impacts the Contractor’s business reputation;

  • The Client repeatedly fails to provide necessary materials, approvals, or instructions required for service completion.

In such cases, any unused bulk hours shall be forfeited, and the Contractor shall not be liable for any incomplete work arising from the Client’s failure to comply with contractual obligations.

This clause is supported by:

  • Supply of Goods and Services Act 1982, Section 14: Provides grounds for termination where the Client fails to cooperate or provide required materials.

  • Defamation Act 2013: Protects the Contractor from reputational harm in cases where the Client engages in malicious communications.

  • Small Claims Track (Civil Procedure Rules Part 27): Allows recovery of fees for work completed up until termination.

5.6. Effect of Termination
Upon termination of the Agreement, whether by the Client or Contractor, the following provisions shall apply:

  • The Client shall pay any outstanding fees for services rendered up to the date of termination;

  • The Contractor shall provide access to completed work only upon full payment;

  • The Contractor shall have no further obligation to the Client beyond the services already provided.

The Client agrees that the termination process does not waive their obligation to pay for services received and acknowledges that all terms relating to confidentiality, liability, and payment remain enforceable.

This clause is supported by:

  • The Consumer Contracts Regulations 2013: Ensures that clients are bound by contractual terms once services have commenced.

  • The Limitation Act 1980: Preserves the Contractor’s right to pursue unpaid invoices for up to six (6) years after termination.

Client Acknowledgement
By proceeding with the purchase of bulk hours or task-based services, the Client agrees to the terms outlined in this termination and cancellation policy. The Client acknowledges that ticking the mandatory acceptance box serves as conclusive evidence of their understanding and acceptance of these terms.

Legal Support:

  • Electronic Communications Act 2000: Confirms digital acceptance is legally binding.

  • Consumer Rights Act 2015: Protects the Client while ensuring fair terms for the Contractor.

 

6. CONFIDENTIALITY

6.1. Mutual Obligation of Confidentiality
Both parties agree to treat all information exchanged during the course of the project, including but not limited to business plans, financial information, marketing strategies, login credentials, and any proprietary data, as strictly confidential. Neither party shall disclose, share, or use such information for any purpose other than fulfilling the obligations under this Agreement, except with prior written consent from the other party.

Legal Support:

  • Common Law Duty of Confidentiality: Imposes an obligation to keep confidential information private where a duty of confidence exists.

  • Data Protection Act 2018 (UK GDPR): Requires the secure handling of personal data and limits its processing to lawful purposes.

  • Misuse of Confidential Information (Common Law): Provides recourse if confidential information is wrongfully disclosed or used for unauthorised purposes.

6.2. Contractor’s Commitment to Confidentiality
The Contractor (Agata Business Services), as a sole trader, undertakes to protect the confidentiality of all Client information received during the provision of services, and shall not disclose any such information to third parties, except where:

  • (a) Required by applicable law, court order, or governmental authority;

  • (b) Necessary to protect the Contractor’s legal interests in the event of a dispute or claim made by the Client;

  • (c) The information is already publicly available through no fault of the Contractor;

  • (d) The Client provides written consent to disclosure.

Legal Support:

  • Defamation Act 2013: Protects against false statements that could harm the Contractor's reputation while permitting disclosure when defending legal claims.

  • Data Protection Act 2018 (UK GDPR), Article 6: Allows disclosure where necessary to comply with a legal obligation or to establish, exercise, or defend legal claims.

  • Equitable Remedies (Common Law): Allows the Contractor to seek injunctive relief if the Client unlawfully discloses confidential business practices.

6.3. Retention and Security of Communication Records
The Contractor shall securely store all communication records, including emails, WhatsApp messages, call logs, and project-related discussions, for the purposes of:

  • Reference and quality assurance;

  • Resolving potential disputes regarding the services provided;

  • Compliance with legal, regulatory, or tax obligations;

  • Defending the Contractor’s reputation and business interests in the event of a dispute.

The Contractor reserves the right to use these records as evidence should the Client engage in any attempts to claim services were not provided, refuse payment, or make defamatory statements against Agata Business Services.

Legal Support:

  • UK GDPR (Data Protection Act 2018), Article 5: Requires personal data to be retained securely and used lawfully, proportionately, and only for legitimate business interests.

  • The Limitation Act 1980: Allows records to be retained for up to six (6) years to support potential legal claims related to contractual obligations.

  • Protection from Harassment Act 1997: Provides legal recourse in case of repeated unfounded complaints or harassment by the Client.

6.4. Protection Against Misuse and Defamation
The Client agrees not to:

  • Use confidential information gained through their engagement with Agata Business Services to replicate, resell, or misrepresent the Contractor’s services;

  • Make false or misleading statements about the Contractor, whether publicly or privately, that could damage the Contractor’s reputation or business interests;

  • Publish or share any confidential project-related communications without the Contractor’s explicit written permission.

In the event of any breach of this clause, the Contractor reserves the right to pursue legal action, including but not limited to:

  • Issuing cease and desist notices under the Defamation Act 2013;

  • Seeking damages for loss of business under the Tort of Defamation (Common Law);

  • Taking action under the Malicious Communications Act 1988, should the Client engage in spreading false information to harm the Contractor's reputation.

6.5. Consequences of Breach of Confidentiality
In the event of a breach of confidentiality by either party, the injured party shall be entitled to seek:

  • An injunction to prevent further unauthorised disclosure;

  • Monetary damages to compensate for any losses suffered as a result of the breach;

  • Legal costs incurred in enforcing this clause.

Legal Support:

  • Breach of Confidence (Common Law): Provides remedies such as injunctions and damages for unauthorised disclosures.

  • Intellectual Property Act 2014: Protects the Contractor’s original work and services from being misused or reproduced without permission.

  • Small Claims Track (Civil Procedure Rules Part 27): Allows enforcement of contractual terms in the event of a dispute.

6.6. Client Acknowledgement
By accepting this Agreement, the Client acknowledges and agrees that they have read and understood their obligations regarding confidentiality and the Contractor's rights under UK law. The Client further acknowledges that any breach of these confidentiality terms could result in legal action and financial liability.

Legal Support:

  • Electronic Communications Act 2000: Confirms that online acceptance of terms constitutes a binding contract.

  • Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013: Requires that contract terms be presented clearly and accepted before proceeding with the purchase.

By proceeding with the purchase of services from Agata Business Services and ticking the mandatory acceptance box, the Client irrevocably agrees to the terms outlined in this confidentiality clause and acknowledges that their digital acceptance serves as conclusive proof of their understanding and compliance.

 

7. INDEPENDENT CONTRACTOR STATUS

7.1. Independent Status of Contractor
The Contractor, Agata Business Services, is engaged as an independent contractor and shall under no circumstances be considered an employee, agent, partner, joint venturer, or representative of the Client. This Agreement does not create any employment relationship, and no statutory employment rights or benefits shall arise as a result of this engagement. The Contractor retains full autonomy in the provision of services, which include but are not limited to:

  • Custom website projects (design, redesign, updates, maintenance, content creation, SEO, and marketing services);

  • Bulk-hour services (where the Client purchases time for a variety of online services);

  • Online training sessions and one-to-one tuition (covering website management, business consulting, and marketing guidance).

Legal Support:

  • Employment Rights Act 1996: Confirms that independent contractors are not entitled to employee benefits such as sick pay, holiday pay, or redundancy rights.

  • Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003): Defines tax liabilities applicable to independent contractors, confirming that self-employed individuals are responsible for their own tax affairs.

  • Control Test (Common Law): Establishes that if the Client does not have the right to control how work is done, the individual is an independent contractor.

7.2. Control and Direction
The Client acknowledges that they have no right to direct, supervise, or control the manner in which the Contractor performs the agreed services. The Contractor shall have full discretion over the methods, techniques, tools, and means used to deliver the services, subject only to the agreed scope of work as outlined in the Agreement. The Client may provide general project objectives and feedback but shall not impose work schedules, performance targets, or operational processes.

Legal Support:

  • Ready Mixed Concrete (South East) Ltd v Minister of Pensions [1968] 2 QB 497: Establishes that independent contractors control how and when they perform their work, unlike employees.

  • Autoclenz Ltd v Belcher [2011] UKSC 41: Reinforces the principle that an independent contractor relationship is determined by the practical reality of the working arrangement, rather than titles or labels.

  • The Control Test (Common Law): Confirms that the ability to control how work is performed is a distinguishing feature of employment versus self-employment.

7.3. Tax and Financial Responsibilities
The Contractor is solely responsible for:

  • Filing and paying all applicable taxes, including income tax, National Insurance contributions, and VAT (if applicable);

  • Covering business-related expenses, including but not limited to tools, software subscriptions, insurance, and professional development;

  • Ensuring compliance with all legal obligations related to operating as a self-employed business entity.

The Contractor agrees to indemnify and hold harmless the Client from any claims, demands, penalties, or liabilities arising from failure to comply with tax obligations or misclassification of employment status. The Client shall have no responsibility for withholding or remitting any taxes on behalf of the Contractor.

Legal Support:

  • IR35 Legislation (Finance Act 2000, Chapter 8 & 10): Ensures that the Contractor is responsible for determining their tax status and compliance, and the Client bears no liability for PAYE or National Insurance contributions.

  • The Off-Payroll Working Rules (2021): Reinforces that responsibility for employment status assessment lies with the Contractor for small businesses, protecting the Client from tax liabilities.

  • HMRC Self-Employment Criteria: Determines that independent contractors bear full financial risk and responsibility for tax compliance.

7.4. Provision of Tools and Equipment
The Contractor shall provide their own tools, equipment, and resources necessary to perform the services under this Agreement, including but not limited to:

  • Computer hardware and software;

  • Design, SEO, and marketing tools;

  • Internet access and communication platforms;

  • Training materials and business development resources.

The Client shall not be required to provide any resources, nor shall they reimburse the Contractor for any business-related expenses unless expressly agreed in writing.

Legal Support:

  • Market Investigations Ltd v Minister of Social Security [1969] 2 QB 173: Establishes that the provision of tools and resources by the worker is indicative of self-employment status.

  • HMRC Employment Status Manual (ESM0500): Confirms that independent contractors providing their own tools and materials reinforce their self-employed status.

7.5. No Exclusivity or Obligation for Additional Work
Nothing in this Agreement shall be construed as requiring the Contractor to provide services exclusively to the Client. The Contractor is free to offer similar services to other clients, provided that such engagements do not interfere with the timely performance of agreed work under this Agreement.

Additionally, the Client is under no obligation to purchase further bulk hours or services beyond those initially agreed. Any additional work shall be agreed upon separately and subject to additional fees.

Legal Support:

  • Tanton v Express Services Ltd [1999] EWCA Civ 949: Confirms that the ability to provide services to multiple clients is a hallmark of self-employment.

  • Carmichael v National Power plc [1999] 1 WLR 2042: Establishes that the absence of mutual obligation (i.e., no requirement for further work to be provided or accepted) is indicative of a freelance relationship.

7.6. No Employee Benefits or Protections
As an independent contractor, the Contractor acknowledges that they are not entitled to employee benefits, including but not limited to:

  • Holiday pay, sick pay, or parental leave;

  • Pension contributions;

  • Statutory redundancy payments;

  • Employment-related insurance coverages such as workers' compensation.

The Client shall have no liability or responsibility for providing any such benefits, nor shall the Contractor make any claim to employee entitlements.

Legal Support:

  • Employment Rights Act 1996: Confirms that independent contractors are not entitled to employment benefits.

  • Working Time Regulations 1998: Applies only to employees and workers, not to self-employed contractors.

  • Pimlico Plumbers Ltd v Smith [2018] UKSC 29: Reinforces that contractual terms and practical arrangements determine employment status and entitlement to benefits.

7.7. Termination Rights
The Contractor retains the right to terminate this Agreement with notice if the Client fails to:

  • Provide necessary access or information to complete the services;

  • Make payments as agreed for the bulk-hour services or project-based work;

  • Adhere to agreed project timelines and expectations.

The Client may terminate the Contractor’s services in accordance with the terms set out in this Agreement but shall remain liable for any outstanding payments for hours already worked.

Legal Support:

  • Contract Law (Common Law Principles): Confirms that payment obligations remain enforceable even after contract termination.

  • The Supply of Goods and Services Act 1982: Protects service providers' right to be paid for work done in good faith.

7.8. Agreement to Terms and Conditions

By purchasing services from Agata Business Services and ticking the mandatory legal acceptance boxes at the time of purchase, the Client expressly acknowledges and agrees to all terms and conditions set forth in this Agreement. The Client confirms that they have read, understood, and accepted the contractual obligations, including but not limited to the independent contractor relationship, payment obligations, liability limitations, and indemnity provisions.

The Client further agrees that their acceptance of these terms serves as conclusive proof that they have been provided with clear and transparent information regarding the scope of services, fees, and responsibilities, and that they waive any right to later dispute their awareness or understanding of the Agreement’s contents.

Legal Support:

  • Electronic Communications Act 2000: Establishes that electronic agreements, including acceptance via tick boxes, are legally binding and enforceable.

  • Electronic Signatures Regulations 2002 (SI 2002/318): Confirms that electronic acceptance constitutes a valid signature and proof of agreement.

  • Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013: Requires that contract terms are presented clearly before purchase, which Agata Business Services complies with by providing all necessary information online.

  • The Unfair Contract Terms Act 1977 (UCTA): Ensures that all contract terms, having been made available to the Client prior to purchase, are enforceable if they are fair and reasonable.

By proceeding with the purchase, the Client irrevocably accepts that their digital acceptance of the Agreement creates a legally binding contract and acknowledges that Agata Business Services may rely on this acceptance as evidence in the event of any legal dispute.

 

8. LIABILITY AND INDEMNITY

8.1. Exclusion of Liability
The Contractor (Agata Business Services) provides website design, SEO, marketing, content writing, and digital graphic services on an hourly basis, with no guarantee of specific outcomes. The Client acknowledges and agrees that the Contractor shall not be liable for any indirect, incidental, or consequential losses, including but not limited to:

  • Loss of business opportunities, revenue, profits, anticipated savings, data, reputation, or goodwill;

  • Business interruption or downtime arising from the use or inability to use the services;

  • Errors, omissions, or delays resulting from information provided by the Client or third-party dependencies;

  • The impact of search engine algorithms, social media platform changes, or third-party service policies affecting SEO or marketing performance;

  • Issues arising from the Client’s failure to provide timely instructions, approvals, or necessary content.

This exclusion applies to the fullest extent permitted by law, whether the loss arises due to negligence, breach of contract, misrepresentation, or otherwise.

Legal Support:

  • Unfair Contract Terms Act 1977 (UCTA), Sections 2 and 3: Allows businesses to limit liability for financial losses where terms are fair and reasonable.

  • Supply of Goods and Services Act 1982, Section 13: Confirms that liability can be limited if disclosed transparently.

  • Consumer Rights Act 2015 (CRA 2015), Section 62: Ensures terms limiting liability must be transparent and not unfair to the Client.

8.2. Client Indemnity Obligation
The Client agrees to indemnify, defend, and hold harmless the Contractor, its employees, affiliates, and agents from any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising directly or indirectly from:

  • (a) The Client’s use, misuse, or modification of the services and deliverables provided under this Agreement;

  • (b) Any claim or demand by third parties due to content, materials, or data provided by the Client for website design, SEO, marketing, or other services that infringe intellectual property rights, defame third parties, or violate applicable laws;

  • (c) Any loss or damage resulting from the Client’s failure to comply with their obligations, including providing accurate information, granting required access, or timely approvals;

  • (d) Any unauthorised changes made by the Client or third parties after the completion of the agreed services;

  • (e) The Client’s failure to comply with platform-specific terms (e.g., Wix, Google, Facebook) impacting service delivery or performance.

Legal Support:

  • Misrepresentation Act 1967: Holds the Client responsible for the accuracy of their representations and information.

  • Defamation Act 2013: Protects the Contractor from liability arising from defamatory content supplied by the Client.

  • Common Law Tort of Negligence: Safeguards the Contractor from liability where the Client’s actions contribute to damage.

8.3. Limitation of Liability
The total liability of the Contractor, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Client for the bulk hours purchased under this Agreement.

The Client acknowledges that:

  • Services are charged based on time spent rather than the completion of specific tasks or achieving specific results;

  • The Contractor does not guarantee that the purchased bulk hours will be sufficient to complete all desired tasks, as every project is unique;

  • If additional hours are required, they will be invoiced separately at the agreed rate;

  • Any complaints regarding the services must be raised in writing within 7 days of service completion.

Legal Support:

  • Unfair Contract Terms Act 1977 (UCTA), Section 11: Ensures that liability limitations are enforceable if they are reasonable and disclosed clearly.

  • Companies Act 2006, Section 1157: Protects service providers acting in good faith from disproportionate liability claims.

  • Consumer Protection Act 1987 (if applicable): Allows liability limitation provided there is no negligence or statutory breach.

8.4. Force Majeure Clause
The Contractor shall not be liable for any failure or delay in performing obligations under this Agreement if such failure or delay results from circumstances beyond its reasonable control, including but not limited to:

  • Natural disasters (e.g., floods, earthquakes);

  • Cyberattacks, security breaches, or technical failures;

  • Changes in search engine algorithms or social media policies affecting marketing strategies;

  • Government regulations, legal restrictions, or industry changes;

  • Strikes, industrial disputes, or supply chain failures.

In such cases, the Contractor shall notify the Client and take reasonable steps to mitigate the impact but shall not be held liable for resulting delays or non-performance.

Legal Support:

  • Doctrine of Frustration (Common Law): Excuses contractual obligations when unforeseen events make performance impossible.

  • Civil Contingencies Act 2004: Recognises force majeure events impacting business operations.

8.5. No Guarantee of Specific Results
The Client acknowledges that the Contractor provides services based on industry best practices and professional experience; however, the Contractor does not guarantee:

  • Specific improvements in search engine rankings, website traffic, or sales;

  • Compatibility of services with all web platforms or third-party applications;

  • Compliance with constantly evolving platform algorithms or policies;

  • That the allocated bulk hours will be sufficient to achieve all desired outcomes.

All results depend on various factors beyond the Contractor's control, such as market conditions, competition, and the Client's own efforts in maintaining and updating their website.

Legal Support:

  • Misrepresentation Act 1967: Confirms that no false guarantees are provided, and the Contractor is not liable for outcomes beyond their control.

  • Consumer Rights Act 2015, Section 50: Affirms that services must be delivered with reasonable skill and care but do not require guaranteed results.

8.6. Client Responsibility for Monitoring Work Hours
The Client acknowledges and agrees that they are responsible for monitoring the Contractor’s work hours through the provided tracking systems, including:

  • WhatsApp time tracking updates;

  • Wix platform logs;

  • Direct inquiries to the Contractor regarding hours completed.

Failure to monitor work hours does not exempt the Client from payment obligations, including additional hours if required to complete the project. The Client further acknowledges that communication, meetings, and project-related discussions are considered billable time.

8.7. Waiver of Dispute Over Liability
By ticking the acceptance box at the time of purchase, the Client acknowledges that all liability limitations and indemnities have been clearly presented and accepts the terms without reservation. The Client waives any right to challenge the enforceability of these terms on the grounds of insufficient awareness or misunderstanding.

Legal Support:

  • UCTA 1977: Enforces fair and reasonable contract terms that have been disclosed.

  • E-Commerce Regulations 2002: Confirms that online acceptance is legally binding.

By proceeding with the purchase of bulk hours, the Client confirms their understanding and acceptance of this Liability and Indemnity section, and agrees that Agata Business Services shall not be held responsible for any consequences beyond those expressly stated in this Agreement.

 

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

9.2. Any disputes arising from this Agreement shall be resolved through negotiation. If no resolution is reached, the matter shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

 

10. ACCEPTANCE OF AGREEMENT

10.1. Legally Binding Effect of Ticking the Acceptance Box
By ticking the acceptance box at the time of purchase, the Client expressly confirms that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement. This action constitutes a legally binding contract, enforceable under the following UK laws and regulations:

  • Electronic Communications Act 2000: This Act establishes that electronic agreements, including contracts accepted via online tick-box mechanisms, are legally valid and enforceable in the same manner as traditional paper contracts. Section 7 of the Act confirms that electronic signatures and records satisfy statutory requirements for written agreements.

  • Electronic Signatures Regulations 2002 (SI 2002/318): Under Regulation 3, an electronic signature, including the act of ticking an acceptance box, is deemed sufficient evidence of agreement, provided it demonstrates an intention to accept the contract's terms.

  • Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013: These regulations confirm that contracts entered into electronically, where the customer is clearly informed of the terms prior to acceptance, are fully binding.

  • The E-Commerce Regulations 2002 (SI 2002/2013): Regulation 11 confirms that an online contract is legally effective once the Client takes a deliberate action, such as ticking a box, to confirm acceptance after reviewing the terms of the agreement.

10.2. Agreement to Additional Costs
The Client acknowledges that by accepting this Agreement, they agree to pay for additional hours beyond the initial purchase if required to complete the project. The following laws and legal principles support this obligation:

  • Consumer Rights Act 2015 (CRA 2015): Section 50 of the Act states that all terms must be fair and clearly disclosed prior to contract acceptance. The Client, having been informed of potential additional charges, agrees that these terms are reasonable and binding.

  • Supply of Goods and Services Act 1982 (B2B transactions): Under this Act, services must be provided with reasonable skill and care, and any additional work beyond the agreed scope is subject to further charges.

  • Unfair Contract Terms Act 1977 (UCTA): This Act requires that contract terms relating to payment obligations must be reasonable and clear. By ticking the acceptance box, the Client agrees that such terms have been fairly presented.

10.3. Electronic Signature and Evidence of Acceptance
By ticking the acceptance box, the Client acknowledges that this action serves as an electronic signature, which is admissible as evidence of their consent in legal proceedings. The following legal provisions apply:

  • Electronic Identification and Trust Services for Electronic Transactions (EU Regulation 910/2014, known as eIDAS), retained in UK law post-Brexit, establishes that electronic signatures carry the same legal effect as handwritten signatures.

  • Civil Evidence Act 1995: Section 8 states that electronic records, such as an online acceptance record, are admissible as evidence in court and considered reliable for proving agreement to contractual terms.

  • The Companies Act 2006 (Section 270A): Recognises that electronic documentation, including acceptance records, are legally binding for business transactions.

10.4. Waiver of Right to Dispute Contract Formation
The Client agrees that they have been given the opportunity to review the terms of this Agreement before making a purchase. By proceeding, they waive any right to dispute the validity or enforceability of the contract on the grounds that it was formed electronically. Relevant legal provisions include:

  • Misrepresentation Act 1967: This Act protects against false statements during contract formation. By accepting the agreement, the Client affirms they have not been misled and enter into the contract willingly.

  • E-Commerce Regulations 2002: Confirm that contracts concluded online are binding once the Client has had a clear opportunity to review and accept the terms before finalising the transaction.

  • Distance Selling Regulations (Consumer Contracts Regulations 2013): Clarifies that online agreements are binding once the consumer or business has confirmed acceptance of the terms through a deliberate action such as ticking a box.

10.5. Record of Agreement and Client Consent
Agata Business Services shall retain a record of the Client’s acceptance, including timestamps, IP addresses, and purchase details, to ensure compliance with:

  • UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018: The Client’s acceptance records will be securely stored and may be used as evidence in case of disputes.

  • Limitation Act 1980: Under this Act, records of electronic contracts will be retained for a period of six (6) years, the statutory limit for contract enforcement in the UK.

By ticking the acceptance box and proceeding with the purchase, the Client confirms their full understanding and acceptance of the terms outlined in this Agreement, and acknowledges that their consent is legally binding under applicable UK legislation.

​

11. NON-PAYMENT OF OVERTIME FEES

11.1. If the Client fails to pay for overtime hours as invoiced by Agata Business Services within the agreed payment period, the Contractor reserves the right to suspend or restrict the Client’s ability to edit the website for a period of one (1) month, pending full payment of the outstanding amount.

11.2. In the event of continued non-payment beyond the one-month period, Agata Business Services shall have the legal right to suspend website visibility, including but not limited to temporarily disabling access to the website or restricting public visibility until full payment is received.

11.3. The Contractor further reserves the right to pursue legal action to recover unpaid amounts, including the engagement of debt collection services or initiating legal proceedings through the County Court Money Claims Centre (CCMCC) or other appropriate legal avenues under The Late Payment of Commercial Debts (Interest) Act 1998, which entitles the Contractor to claim interest, debt recovery costs, and compensation for overdue payments.

11.4. In accordance with The Late Payment of Commercial Debts (Interest) Act 1998, the Contractor shall be entitled to:
   • Charge statutory interest at the rate of 8% above the Bank of England’s base rate on any overdue amount.
   • Claim compensation for recovery costs based on the size of the unpaid debt (£40 for debts up to £999.99, £70 for debts between £1,000 and £9,999.99, and £100 for debts over £10,000).
   • Recover reasonable legal costs associated with pursuing outstanding amounts.

11.5. If the Client disputes any invoice, they must notify the Contractor in writing via email within seven (7) days of receipt of the invoice, specifying the reasons for the dispute. Failure to dispute the invoice within this period shall constitute acceptance of the charges.

11.6. The Client acknowledges and agrees that, until all outstanding payments are settled in full, the Contractor retains full ownership rights over the project and may take any reasonable measures to recover unpaid amounts, including but not limited to restricting access to project files, website functionality, and associated materials.

11.7. The Contractor shall not be liable for any loss of business, revenue, or reputational damage resulting from the enforcement of rights due to the Client's failure to pay.

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