This End-User License Agreement and Terms of Service (“Agreement”) is a legal agreement between you (“Client”) and Christopher Ham, operating under the name Guided Website Design (“Service Provider”), for the use of all services provided by Guided Website Design (“Services”), including but not limited to: website design, website development, custom WordPress plugins, website hosting, content management systems, domain registration services, website maintenance, website security services, backup services, technical support, IT consultancy, system administration, network management, database management, cloud services management, email setup and management, software installation and configuration, hardware troubleshooting, data recovery, and any other digital or IT-related services or products offered by the Service Provider. By accessing or using any of the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not access or use the Services.
Definitions
(a) “Deliverables” means the final products or services provided by the Service Provider to the Client as specified in the Order.
(b) “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services
(a) Website Design, Development and Maintenance: The Service Provider will provide website design, development, security, updates, and maintenance services as described in the service description. The Client is responsible for providing all necessary content, images, and media, and must only supply content for which they own the copyright. The Service Provider is not responsible for any loss or damage resulting from the Client’s failure to provide accurate, complete, or timely content.
(b) WordPress Plugins: The Service Provider provides custom and proprietary WordPress plugins for use on the Client’s website. These plugins remain the intellectual property of the Service Provider and are licensed, not sold, to the Client for use exclusively on websites hosted or managed by the Service Provider. Reverse engineering, redistribution, or unauthorized modification of these plugins is strictly prohibited.
(c) Hosting Services: The Service Provider offers website hosting services on its servers. The Service Provider will make reasonable efforts to ensure server uptime but does not guarantee 100% availability. The Service Provider reserves the right to perform maintenance that may cause temporary service interruptions. The Client agrees not to use hosting services for any illegal purposes or in ways that could harm the server infrastructure or other clients.
(d) Website Backups: While the Service Provider may offer website backup services as part of its hosting or maintenance packages, the Client acknowledges and agrees that:
(i) It is solely the Client’s responsibility to maintain their own regular and complete backups of their website, content, and data;
(ii) By using any backup services provided by the Service Provider, the Client recognizes that the Service Provider does not accept responsibility or liability for any loss of data, failure of backups, corruption of backup files, or any damages resulting from such events;
(iii) The Service Provider makes no guarantees about the completeness, accuracy, or availability of any backups created through its backup services;
(iv) The Client should regularly verify the integrity of any backups and maintain independent backup copies of critical website content and data;
(v) In the event of data loss, the Service Provider’s liability is strictly limited to attempting to restore the most recent backup available, with no guarantee of complete or successful restoration.
(e) Remote Support & G-Suite Management: The Service Provider will provide remote support and G-Suite management services as described in the service description. The Service Provider is not responsible for any loss or damage resulting from the Client’s use of these services.
(f) Domain Registration and Management: If the Service Provider manages domain registrations on behalf of the Client, ownership of these domains remains with the Client. The Service Provider will act as technical administrator only unless otherwise specified in writing. The Client acknowledges and agrees that:
(i) It is solely the Client’s responsibility to pay for domain registration and renewal fees on time;
(ii) The Client must ensure that their payment details are current and valid for any automatic domain renewals;
(iii) The Service Provider takes no responsibility and shall not be liable for any damages, losses, or business interruption resulting from domains that expire, are lost, discontinued, or become unavailable for any reason;
(iv) The Service Provider does not guarantee the availability or renewal of any domain name;
(v) The Client should maintain their own records and calendar reminders for domain expiration dates;
(vi) While the Service Provider may send courtesy reminders about domain renewals, failure to receive such reminders does not relieve the Client of their responsibility to renew domains on time.
(g) Communication and Service Requests: The parties hereby acknowledge and agree to the following terms regarding communications and service requests:
(i) Official Communications: For general contractual notices, billing matters, and formal communications between the parties, email shall constitute a valid and binding form of communication. The Client shall provide the Service Provider with a designated email address for such communications and shall be responsible for regularly monitoring said email address. Communications sent to this designated email address shall be deemed received twenty-four (24) hours after transmission, absent a delivery failure notification.
(ii) Content Update Requests: Notwithstanding the above provision regarding email communications, all website content update requests must be submitted exclusively through the Service Provider’s official content update system located at https://www.guidedwebsitedesign.com/content-update-form/.
(iii) Informal and Alternative Communication Channels: Any communications or requests transmitted via short message service (SMS), multimedia messaging service (MMS), WhatsApp, social media platforms, instant messaging applications, telephone calls, or any other communication method not explicitly authorized herein:
a. Shall not constitute formal service requests;
b. Shall not trigger any obligation of performance by the Service Provider;
c. Shall not be subject to any timeline expectations or service level objectives;
d. May be acted upon at the Service Provider’s sole discretion without creating any precedent or obligation for future similar communications; and
e. Shall not be admissible as evidence of service requests in any dispute resolution proceeding.
(iv) Acknowledgment of Informal Communications: The Service Provider may, at its discretion, acknowledge receipt of communications through unauthorized channels. Such acknowledgments shall not constitute acceptance of the communication as a formal service request unless explicitly stated otherwise by the Service Provider.
(v) Conversion to Formal Requests: The Service Provider may, at its sole discretion, convert informal communications into formal service requests by directing the Client to submit the request through the official content update system.
(h) Client Representations and Warranties: The Client hereby represents and warrants that:
(i) The Client has full legal authority and capacity to enter into this Agreement and to be bound by its terms;
(ii) All information provided by the Client to the Service Provider is true, accurate, complete, and not misleading;
(iii) The Client owns or possesses all necessary rights, licenses, permissions, and consents for all content, materials, data, software, or information provided to the Service Provider for use in connection with the Services;
(iv) The Client’s content and use of the Services will not infringe upon or violate any intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party;
(v) The Client’s website and digital activities comply with all applicable laws, regulations, and industry standards, including but not limited to data protection laws, consumer protection regulations, and accessibility requirements;
(vi) The Client will use the Services only for lawful purposes and in accordance with this Agreement;
(vii) The Client has implemented and will maintain appropriate security measures to protect access credentials, including regular password changes and restricted sharing of login information;
(viii) Where the Client provides personal data to the Service Provider, the Client has obtained all necessary consents and legal bases for the processing of such data by the Service Provider.
(i) Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, fire, flood, severe weather, earthquake, accident, terrorism, war, civil disturbance, sabotage, telecommunication or internet failures, power outages, labor disputes, acts of civil or military authorities, denial of service attacks, or other events that cannot reasonably be foreseen or prevented. The affected party shall provide prompt notice of such force majeure circumstances and use reasonable efforts to minimize the effects of such circumstances.
(j) Third-Party Services: The Services may incorporate, rely upon, or interact with third-party services, applications, software, APIs, or platforms that are not owned or controlled by the Service Provider. The Client acknowledges and agrees that:
(i) The Service Provider makes no warranties or representations regarding third-party services;
(ii) The Service Provider shall not be liable for any issues, disruptions, failures, or damages arising from third-party services;
(iii) Use of third-party services may be subject to separate terms and conditions imposed by the third-party providers;
(iv) Changes to third-party services may affect the functionality of the Services provided under this Agreement;
(v) The Service Provider may replace or modify the third-party services used in connection with the Services at its discretion.
(k) Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.
Intellectual Property
(a) All Intellectual Property Rights in the Services and Deliverables shall remain the exclusive property of the Service Provider. The Client is granted a non-exclusive, non-transferable licence to use the Deliverables for their intended purpose.
(b) The Client shall keep the Service Provider indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Service Provider as a result of or in connection with any claim brought against the Service Provider for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables.
Client Obligations
(a) The Client shall provide accurate and complete information necessary for the Service Provider to deliver the Services and shall obtain all necessary licenses, permissions, and consents required for the use of the Services.
(b) The Client shall cooperate with the Service Provider in all matters relating to the Services and provide access to facilities and materials as reasonably required by the Service Provider.
Limitation of Liability
(a) The Service Provider shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Services, including but not limited to loss of profits, revenue, business opportunity, goodwill, data, or business interruption.
(b) The Service Provider specifically disclaims any liability for damages, losses, or claims arising from:
(i) Delays in implementing website updates or maintenance;
(ii) Temporary website downtime during updates or maintenance;
(iii) Any perceived negative impact on Client’s business metrics, search engine rankings, or online performance following website updates;
(iv) Any security breaches or technical issues not directly caused by the Service Provider’s gross negligence;
(v) Issues arising from Client-provided content, instructions, or third-party integrations.
(c) In relation to website updates and maintenance services, the Client acknowledges that:
(i) All timelines provided by the Service Provider are estimates only and not binding deadlines unless explicitly agreed in writing as critical deadlines;
(ii) The nature of website development and maintenance involves inherent risks that cannot be entirely eliminated;
(iii) The Client is responsible for regularly backing up their website and data independently of any services provided;
(iv) The Client has an obligation to review and test any website updates promptly after being notified of their completion;
(v) The Client must report any dissatisfaction, errors, or issues with the updates in writing within five (5) business days of being notified of the update’s completion;
(vi) Any updates not rejected or reported as problematic within this five (5) business day period shall be deemed accepted by the Client, and the Service Provider shall not be liable for any issues reported after this acceptance period;
(vii) All content update requests must be submitted through the official content update system located at https://www.guidedwebsitedesign.com/content-update-form/;
(viii) Any content update requests submitted through other channels (including but not limited to email, telephone, or text message) will not be subject to any timeline expectations, and the Service Provider shall not be liable for any delays in processing updates submitted outside the official content update system.
(d) Nothing in this Agreement shall limit or exclude the Service Provider’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.
(e) The Service Provider’s total liability under this Agreement shall not exceed the amount paid by the Client for the Services in the twelve (12) month period preceding the event giving rise to the claim.
Confidentiality
(a) Each party shall keep confidential all information relating to the business, affairs, or services of the other party and shall not disclose such information to any third party without prior written consent, except as required by law.
(b) The confidentiality obligations shall survive the termination of this Agreement for a period of eighteen (18) months.
Termination
(a) Termination by Client: The Client may terminate this Agreement by providing thirty (30) days’ written notice to the Service Provider via email at [your designated email address]. The Client shall remain responsible for payment of all fees for Services rendered up to the effective date of termination.
(b) Termination by Service Provider: The Service Provider may terminate this Agreement:
(i) With immediate effect and without prior notice if, in the Service Provider’s sole discretion, such termination is necessary or advisable for any reason whatsoever; or
(ii) With immediate effect if the Client breaches any provision of this Agreement.
(c) Effect of Termination: Upon termination of this Agreement:
(i) All licenses granted under this Agreement shall immediately terminate;
(ii) The Client shall pay all outstanding fees owed to the Service Provider;
(iii) The Service Provider shall retain Client data and website backups for fourteen (14) days following termination for the purpose of enabling the Client to transfer to alternative services, after which the Client shall have no further access to such data;
(iv) The Client may request an export of their website data during the fourteen (14) day retention period, which may be subject to an additional fee at the Service Provider’s discretion;
(v) The Client shall be responsible for transferring any domains, content, or other materials to alternative service providers before the data retention period expires;
(vi) The Service Provider shall revoke all Client access to proprietary systems, back-end platforms, and administrative tools upon the effective date of termination;
(vii) In the event of any outstanding payments owed by the Client at termination, the Service Provider reserves the right to withhold access to all Client data, deny data export requests, and refuse to perform any additional work or services until payment in full has been received. The Service Provider’s data retention obligations under subsection (iii) shall be extended until fourteen (14) days following receipt of full payment;
(viii) Notwithstanding the above provisions, the Service Provider shall maintain a secure, archived copy of the Client’s website data and backups for a period of one (1) year following termination solely for the purposes of: (a) responding to potential legal disputes; (b) complying with legal obligations; and (c) defending against potential claims. Such archived data shall be stored securely, accessed only when necessary for the aforementioned purposes, and permanently deleted after the one-year retention period. This data retention is a legitimate business interest under UK data protection laws and the Client hereby acknowledges and consents to this practice.
(d) Survival: The provisions of this Agreement relating to payment obligations, intellectual property rights, limitation of liability, indemnification, confidentiality, and dispute resolution shall survive the termination of this Agreement.
Dispute Resolution and Binding Arbitration
(a) Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA).
(b) The Service Provider (Christopher Ham/Guided Website Design) shall have the sole right to select and appoint the arbitrator(s) who will hear and decide the dispute.
(c) The arbitration shall be conducted by the arbitrator(s) appointed in accordance with the above provision. The seat of arbitration shall be London, United Kingdom, and the language of arbitration shall be English.
(d) The arbitrator’s decision shall be final and binding upon both parties, with no right of appeal. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(e) The Client agrees to pay all costs associated with the arbitration proceedings, including but not limited to arbitrator fees, solicitors’ fees, and any other related expenses.
Data Protection
(a) The Service Provider shall act as a data processor and the Client shall act as a data controller with respect to any personal data processed in connection with the Services.
(b) The Service Provider shall process personal data in accordance with the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage.
Indemnification
For Business Clients: Where the Client is a business entity (including but not limited to companies, partnerships, sole traders, or other commercial organizations), the Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable solicitors’ fees) arising out of or in connection with:
(a) The Client’s use of the Services;
(b) The Client’s breach of any provision of this Agreement;
(c) Any content or materials provided by the Client that infringe upon third-party rights;
(d) The Client’s failure to comply with applicable laws or regulations.
The indemnification obligation shall be proportionate to the actual harm caused by the Client and shall be limited to claims that arise directly from the Client’s actions or omissions. The Service Provider agrees to: (i) promptly notify the Client of any claim subject to indemnification; (ii) provide reasonable cooperation to the Client in defending such claim; and (iii) not settle any claim without the Client’s written consent, which shall not be unreasonably withheld.
For Individual Consumers: Where the Client is an individual consumer, liability shall be determined in accordance with applicable consumer protection laws and the general provisions of this Agreement.
Entire Agreement and Modifications
(a) This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral, relating to its subject matter.
(b) The Service Provider reserves the right to modify, amend, or update this Agreement at any time without prior notice to the Client. The updated Agreement will be effective immediately upon posting on the Service Provider’s website or other relevant platform.
(c) It is the Client’s responsibility to regularly review the Agreement for any changes. The Client’s continued use of the Services after any modifications to the Agreement constitutes acceptance of the modified terms.
(d) No modification requested by the Client shall be effective unless agreed to in writing by the Service Provider.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
By accessing or using the Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions, including the binding arbitration clause and the requirement to pay all costs associated with any disputes.