Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of services provided by SpiralCorp ("we", "us", "our"), a web development and hosting business based in Bristol, United Kingdom, operating at spiralcorp.co.uk.

By engaging our services, you ("Client", "you", "your") agree to be bound by these Terms. Please read them carefully before proceeding.

2. Definitions

"Services"

means web development, web hosting, domain registration, and related services provided by SpiralCorp

"Client Content"

means all materials, data, information, and content provided by the Client

"Website"

means any website developed or hosted by SpiralCorp for the Client

"Agreement"

means these Terms together with any Order Confirmation, Proposal, or Service Specification

"Acceptable Use Policy"

means our policy governing permitted uses of our services

"Personal Data"

has the meaning given in UK GDPR and Data Protection Act 2018

3. Service Provision

3.1 Web Development Services

• We will develop websites in accordance with agreed specifications outlined in our Proposal or Order Confirmation
• Development timelines are estimates and depend on timely receipt of Client Content and feedback
• The Client may request changes during development, which may affect timelines and pricing
• All change requests must be agreed in writing

3.2 Web Hosting Services

• We provide managed web hosting solutions on enterprise-grade infrastructure
• Hosting resources (bandwidth, storage, processing power) are as specified in your hosting plan
• Our hosting infrastructure is located in secure, ISO 27001-certified data centers within the European Economic Area
• We maintain high availability but cannot guarantee 100% uptime due to scheduled maintenance, security updates, and circumstances beyond our control
• We reserve the right to suspend services for non-payment, breach of Terms, or illegal activity

3.3 Domain Registration Services

• Domain registrations are subject to the terms and policies of the relevant domain registry
• We act as an intermediary between you and domain registrars through our integrated billing system
• Domain ownership remains with the registered owner as specified in WHOIS records
• Automatic Renewal: Clients may opt-in to automatic domain renewal to prevent accidental expiration
• Renewal Reminders: We will send renewal reminders via email at 30, 14, and 7 days before domain expiration
• Clients who opt out of automatic renewal remain responsible for timely renewal of their domains
• We are not liable for any losses resulting from domain expiration if adequate notice was provided

4. Payment Terms

4.1 Fees and Payment

• All fees are quoted in British Pounds Sterling (GBP) and are exclusive of VAT unless stated
• VAT will be added to all invoices at the prevailing rate (currently 20%)
• Current pricing is available at https://portal.spiralcorp.co.uk/
• Prices may be updated from time to time; existing clients will be notified of price changes at least 30 days in advance
• Payment terms are specified in the Order Confirmation or invoice
• Late payments may incur interest at 8% per annum above the Bank of England base rate

4.2 Web Development Payment Structure

For projects exceeding £3,000 (exclusive of VAT):

• First Instalment (30%): Payable upon contract commencement
• Second Instalment (40%): Payable upon completion of agreed milestone
• Final Instalment (30%): Payable upon project completion

For projects under £3,000: Full payment required on commencement unless otherwise agreed.

4.3 Recurring Payments

• Hosting services are billed monthly, quarterly, or annually as selected
• Payments are due in advance of the billing period
• Failure to pay may result in service suspension or termination
• No refunds for partial months or unused services unless required by law

5. Client Obligations

5.1 Content and Materials

• You must provide all required Client Content in a timely manner
• You warrant that you own or have rights to use all Client Content
• You are responsible for the accuracy, legality, and appropriateness of all Client Content
• You must not provide content that infringes intellectual property rights, is defamatory, obscene, or illegal

5.2 Acceptable Use

You agree not to:

• Use our services for any unlawful purpose
• Host or distribute malware, viruses, or malicious code
• Engage in spamming, phishing, or other abusive activities
• Attempt to gain unauthorized access to our systems or other users' accounts
• Overload or attempt to disable our servers or infrastructure
• Host content that violates UK law or infringes third-party rights

5.3 Security

• You are responsible for maintaining the security of your account credentials
• You must notify us immediately of any unauthorized access or security breach
• You must keep all software and scripts on your hosting account up to date

6. Intellectual Property Rights

6.1 Client Content

• You retain all ownership rights to Client Content
• You grant us a non-exclusive license to use Client Content solely to provide our Services

6.2 Developed Websites

• Upon full payment, ownership of custom-developed websites transfers to the Client
• We retain the right to use generic code, frameworks, and components in other projects
• We may display completed projects in our portfolio unless you request otherwise

6.3 Our Property

• All rights in our proprietary systems, tools, templates, and infrastructure remain with SpiralCorp
• Our trademarks, logos, and branding materials may not be used without written permission

7. Data Protection and Privacy

7.1 Data Processing

• We process personal data in accordance with UK GDPR and our Privacy Policy
• Where we process personal data on your behalf, we act as a Data Processor and you are the Data Controller
• We maintain appropriate technical and organizational security measures

7.2 Data Processing Agreement

• For clients who store personal data on our hosting services, a separate Data Processing Agreement (DPA) may be required
• We process data only on your documented instructions
• We assist you in meeting your GDPR obligations where applicable

7.3 Data Location and Data Center Security

• Our primary hosting infrastructure is located within the European Economic Area (EEA)
• All data centers are ISO 27001 certified with comprehensive physical and digital security measures
• Data centers feature 24/7 security monitoring, redundant power supplies, and fire suppression systems
• We do not transfer personal data outside the UK/EEA without appropriate safeguards and client consent
• Personal data processed by SpiralCorp remains subject to UK GDPR and EU data protection standards

8. Service Availability and Maintenance

8.1 Uptime

• We strive to maintain high availability for hosting services
• Scheduled maintenance will be notified where reasonably practicable
• We are not liable for downtime due to circumstances beyond our control

8.2 Backups

• We perform incremental backups of all client data and email every 3 hours as standard
• Backups are stored securely in geographically separate locations for redundancy
• Standard backup restoration is included in our service at no additional charge
• While we maintain comprehensive backup systems, we strongly recommend clients maintain independent backups for critical data
• Extended backup retention beyond our standard policy may incur additional charges
• We do not guarantee data recovery in all circumstances, particularly in cases of data corruption or malicious activity

8.3 Service Suspension

We reserve the right to suspend services:

• For non-payment of fees
• For breach of these Terms or Acceptable Use Policy
• To prevent harm to our systems or other clients
• To comply with legal requirements or court orders

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be provided with reasonable care and skill
• We have the right to provide the Services
• Developed websites will substantially conform to agreed specifications

9.2 Disclaimer

10. Limitation of Liability

10.1 Excluded Liabilities

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of statutory rights provided to consumers under UK law
• Any other liability that cannot be excluded by law

10.2 Limited Liabilities

Subject to clause 10.1, our total liability under these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to:

• The total fees paid by you in the 12 months preceding the claim; or
• £10,000 (whichever is lower)

10.3 Consequential Loss

We shall not be liable for:

• Loss of profits, revenue, or business opportunity
• Loss of data (beyond reasonable restoration efforts)
• Loss of goodwill or reputation
• Any indirect, special, or consequential losses

10.4 Time Limit

Claims must be brought within 2 years of the event giving rise to the claim.

11. Termination

11.1 Termination by Client

• Web development contracts: You may terminate with written notice, subject to payment for work completed
• Hosting services: Minimum notice periods apply as specified in your hosting plan (typically 30 days)
• No refunds for pre-paid services unless required by consumer protection law

11.2 Termination by SpiralCorp

We may terminate immediately if you:

• Breach these Terms and fail to remedy within 14 days of notice
• Fail to pay undisputed invoices
• Use services for illegal purposes
• Engage in conduct that harms our business or reputation

11.3 Effect of Termination

• All outstanding fees become immediately due
• We will provide reasonable opportunity to retrieve your data (typically 30 days)
• After termination, we may delete all Client Content unless legally required to retain it
• Termination does not affect accrued rights and obligations

12. Indemnification

You agree to indemnify and hold harmless SpiralCorp, its directors, employees, and agents from all claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Client Content hosted or displayed on your website
• Your use or misuse of our Services

13. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to:

• Natural disasters, war, terrorism, or civil unrest
• Government actions or changes in law
• Power outages, network failures, or telecommunications issues
• Cyber attacks or security incidents affecting our infrastructure

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

14. Confidentiality

14.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the provision of Services.

14.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available
• Was known before disclosure
• Is independently developed
• Must be disclosed by law or court order

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Order Confirmation and our Privacy Policy, constitute the entire agreement between the parties.

15.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be notified via email or website notice. Continued use of Services after changes constitutes acceptance.

15.3 Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights to any successor or affiliate.

15.4 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary, and other provisions remain in full effect.

15.5 Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement.

15.6 Third-Party Rights

No third party has rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

15.7 Notices

Notices must be in writing and sent to:

• Email: support@spiralcorp.co.uk
• Post: SpiralCorp, Bristol, United Kingdom

Notices are deemed received:

• Email: On the business day sent (if before 5pm) or next business day
• Post: 2 business days after posting (UK) or 7 days (international)

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms are governed by the laws of England and Wales.

16.2 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16.3 Consumer Rights

If you are a consumer, nothing in these Terms affects your statutory rights under the Consumer Rights Act 2015 or other consumer protection legislation.

17. Dispute Resolution

17.1 Informal Resolution

Both parties agree to attempt to resolve disputes informally before initiating legal proceedings.

17.2 Escalation

If informal resolution fails, disputes may be resolved through:

• Mediation (by mutual agreement)
• Arbitration (if agreed in writing)
• Court proceedings in England and Wales

18. Contact Information

For questions about these Terms or our Services, please contact us:

For technical support, billing inquiries, or service questions, please log in to your client portal or contact us via email.

19. Acknowledgment

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.