Terms & Conditions

Effective date: 15 August 2025

 

These Terms & Conditions (“Terms”) govern the supply of services by Boof Digital (“we”, “us”, “our”) to you (“you”, “Client”). By engaging our services, approving a proposal, or using our website to purchase services, you agree to these Terms. If you do not agree, do not accept our proposal or use our services.

 

Contact
Boof Digital
Manchester M40 8EF, UK
Email: support@boofdigital.com
Phone: +44 7300 828129

 

1. Definitions

• Services: any design, development, consultancy, hosting, maintenance, marketing, security, or other services provided by Boof Digital as set out in a proposal, statement of work (SOW) or order form.
• Deliverables: the tangible outputs we produce for you (design files, code, documents, assets).
• Proposal / SOW: the written document describing scope, fees, timings and deliverables for a project.
• Client Materials: content, data, files, logos and other assets you provide to us.
  Working Days: Monday to Friday excluding UK public/bank holidays.

2. Contract formation

1. A contract is formed when you sign or otherwise accept our Proposal/SOW or when we issue an invoice that you pay (depending on the Proposal).
2. These Terms apply to all Contracts unless expressly varied in a written agreement signed by both parties.

3. Scope of services

1. We will provide the Services described in the Proposal/SOW. Any changes to scope must be agreed in writing (see clause 4).
2. We may use third-party subcontractors to perform parts of the Services; we remain responsible for their performance.

4. Changes & variations

1. Either party may request changes. We will provide a written change request outlining cost, time and impact.
2. Work on change requests will only commence after written approval and (where applicable) receipt of any additional deposit.

5. Fees, invoices & payment

1. Fees are set out in the Proposal/SOW. Unless stated otherwise, Fees are exclusive of VAT which will be charged where applicable.
2. We may require a non-refundable deposit (typically 20–50%) before starting work; the balance is payable per the payment schedule in the Proposal.
3. Invoices are payable within the period stated on the invoice (typically 14 or 30 days). Late payments may incur interest at 4% above the Bank of England base rate and/or a fixed late payment charge permitted by law.
4. If you dispute an invoice, you must notify us in writing within 7 days; undisputed portions remain payable.
5. We reserve the right to suspend work until overdue invoices are paid.

6. Client responsibilities

1. You will provide timely access to Client Materials, approvals, decisions, and any information needed for us to provide the Services.
2. Delays caused by you may push back delivery dates; we will not be liable for delays resulting from your failure to provide required information.
3. You confirm that Client Materials do not infringe third-party rights and that you have the right to use them. You will indemnify us against any claims arising from Client Materials.

7. Delivery & acceptance

1. We will deliver Deliverables as set out in the Proposal/SOW. Delivery dates are estimates unless expressly stated as fixed.
2. On delivery you will have a reasonable period (typically 7–14 days) to test and accept the Deliverables. If you do not notify us of defects during the period, the Deliverables will be deemed accepted.
3. We will correct any defects notified within the acceptance period where they fall within the agreed scope.

8. Intellectual property & licences

1. Unless otherwise agreed in writing:
   
   
   • We retain ownership of our pre-existing IP, frameworks, libraries, tools and code (“Boof IP”).
   • On full payment of all Fees, we grant you a perpetual, worldwide, non-exclusive licence to use the Deliverables for the purposes stated in the Proposal/SOW.
2. Client Materials remain your property; you grant us a licence to use them to provide the Services.
3. Where Deliverables include third-party software or assets (fonts, images, plugins), your use may be subject to those third-party licence terms; you are responsible for complying with them and for any additional licence fees.
4. We may display Deliverables (unless otherwise agreed) in our marketing, portfolio, case studies and proposals, using your name and logo. If you require confidentiality or embargo, notify us in writing before the project starts.

9. Confidentiality

1. Each party will keep confidential information of the other secure and will not disclose it except to those who need to know or as required by law.
2. Confidential information does not include information that is public, already known, independently developed or lawfully obtained from a third party.
3. This clause survives termination for 3 years.

10. Data protection

1. Both parties will comply with applicable data protection laws (including the UK GDPR). Where we process personal data on your behalf, we will act as processor under a Data Processing Agreement (DPA) if required.
2. Our Privacy Policy (link) describes how we process personal data collected via our website and in relation to our Services.

11. Warranties & disclaimers

1. We warrant that we will provide Services with reasonable skill and care in accordance with professional standards.
2. Except as expressly provided, all other warranties (including merchantability, fitness for a particular purpose, non-infringement) are excluded to the fullest extent permitted by law.
3. We do not warrant that software or Deliverables will be error-free, uninterrupted or immune from security incidents.

12. Limitation of liability

1. Nothing in these Terms limits liability for death or personal injury caused by negligence or fraud or any other liability that cannot be excluded by law.
2. Our aggregate liability to you for any loss or damage arising out of or connected to these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total Fees paid by you under the relevant Proposal/SOW in the 12 months preceding the claim.
3. We are not liable for:
   
   
   • Loss of profits, revenue, business, anticipated savings, goodwill, or lost data (indirect or consequential losses).
   • Losses caused by your breach of these Terms, by third-party services beyond our control, or by incorrect Client Materials.

13. Indemnity

You will indemnify and keep us indemnified against any losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from your breach of these Terms, your use of the Deliverables (other than in accordance with the licence granted by us), or claims that Client Materials infringe a third party’s rights.

 

14. Suspension & termination

1. We may suspend Services if you fail to pay invoices, materially breach these Terms, or where continued performance would infringe the law.
2. Either party may terminate for material breach if the other fails to remedy that breach within 30 days of written notice.
3. On termination:
   
   
   • You will pay for all Services performed and expenses incurred up to termination date.
   • We will deliver any Deliverables paid for; we may withhold Deliverables where Fees are unpaid.
   • Licences granted remain subject to your compliance with these Terms.

15. Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control (acts of God, pandemics, strikes, governmental acts, internet outages, third-party service failures). Performance times will be extended accordingly.

 

16. Third-party services & platforms

1. Where Services require third-party platforms (hosting, payment processors, APIs), you agree to those providers’ terms. We are not responsible for third-party performance or availability.
2. Additional costs or licence fees charged by third parties are payable by you unless agreed otherwise.

17. Dispute resolution

1. If a dispute arises, the parties will attempt in good faith to resolve it informally within 30 days.
2. If unresolved, the parties may agree to mediation before commencing legal proceedings.
3. These Terms are governed by the laws of England & Wales and the courts of England & Wales have exclusive jurisdiction.

18. Notices

Notices must be in writing and sent to the contact details at the top of these Terms. Notices are deemed received: on the day of delivery if delivered by hand; two Working Days after posting by recorded delivery; or on the next Working Day for email (unless receipt is denied).

 

19. Severability & waivers

If any provision is found unenforceable, it will be severed and the remainder of these Terms will remain in force. Failure or delay by either party to enforce a right is not a waiver of that right.

 

20. Entire agreement

These Terms, the Proposal/SOW and any signed amendments constitute the entire agreement between the parties and supersede all prior agreements relating to the same subject matter.

 

21. Amendments

We may update these Terms from time to time. Material changes will be notified to you in writing (including by email). Continued use of our Services after notification constitutes acceptance of the updated Terms.

 

22. Contact & complaints

If you have questions or complaints about these Terms or our Services, please contact: support@boofdigital.com. If we cannot resolve a complaint, you may refer the matter to the courts of England & Wales.