'We', 'EDSA', 'us' and 'our' all refer to EDSA Designs Limited.
- EDSA Designs Limited are a registered limited company with Companies House in England and Wales (Company No: 05429269).
- Registered office: 42a Walnut Road, Torquay, England, TQ2 6HS.
'The Client' refers to the company or individual requesting the services of EDSA Designs Limited.
'The Services', 'The Project' refers to the web design, software development or other computer-related services being provided to The Client by EDSA Designs Limited.
'Terms' refers to the terms of business created & stipulated by EDSA Designs Limited.
The following Terms apply to all The Services provided by EDSA to the Client, in conjunction with any relevant written quotation provided to the Client by EDSA.
Written acceptance (can be email) of a quote followed by receipt and clearance of the initial advance payment shall be considered acceptance of these Terms and hence form part of The Agreement.
The Agreement represents the entire understanding of the parties relating to all matters referred to herein, and supersedes all other understandings, written or verbally, relating thereto.
It is not necessary for any Client to have signed an acceptance of these Terms for them to apply. If a Client accepts a quote, then the Client will be deemed to have satisfied themselves as to the Terms applying and have accepted them in full.
Once the Agreement has been made, the Project will be commenced by EDSA.
Please read these Terms carefully. Any purchase or use of EDSA services implies that these Terms have been read and accepted.
Charges for services to be provided by EDSA are defined in the project quotation that the Client receives via email. Quotations are valid for a period of 30 days. EDSA reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Prices quoted are only an estimate, and may be subject to change during the process of design and build. This can be caused by the Client choosing to amend any aspect of their requirements or any third-party costs which occur beyond EDSA's control.
If the Client accepts the quotation, an advance payment of the project quotation total becomes immediately due before any work by EDSA commences. This initial payment is usually 25% of the project total or £200 (whichever is the greater), but will be set by EDSA.
Sometimes, a second payment is required after the Client review and design sign off stage, with the remaining percentage of the project quotation total due upon completion of the work, prior to upload to the server or release of materials. EDSA will communicate with the Client on what is due in a prompt manner.
The Client agrees to reimburse EDSA for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, special fonts and stock photography.
Where applicable, annual or monthly charges will apply. This is the case for domain name registrations/renewals, website/email hosting, software licenses, third-party products etc.
Minor web design/development tweaks and updates are included in EDSA's hosting charge (up to 20 mins work during standard weekly hours, per any 3 month period). Any further work will be charged at the standard hourly rate.
EDSA's standard hourly rate is £60ph (dated June 2026) but is liable to change at short notice. Standard hourly rate is used 9am-5pm Mon to Fri. Out of these hours or on bank holidays, a 100% increase to the hourly rate can be applied.
Any charges incurred by international payments or international bank transfers are not the responsibility of EDSA. Therefore, any such charges must be paid, by the Client, in addition to the amounts invoiced by EDSA. Consequently, EDSA does not accept 'shared charges' for international bank transfers or international payments.
All charges are exclusive of VAT.
EDSA shall send invoices (usually via email) when they are due. Payment is due on receipt of these invoices by the Client.
Payment for services is preferred by bank transfer (BACS). Bank details will be made available on invoices. Other methods of payment are available. The Client must discuss these with EDSA.
If the Client fails to make any payment due to EDSA by the due date for payment, EDSA reserves the right to charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate), together with any fixed compensation and reasonable debt recovery costs permitted by law where applicable. Interest shall accrue on a daily basis from the due date until payment is received (in full) in cleared funds, whether before or after judgment.
EDSA will contact Clients via email and telephone to remind them of such payments if they are not received when due.
EDSA reserves the right to vary this procedure where circumstances reasonably require.
If any invoice remains unpaid and the Client has not contacted EDSA to agree an alternative payment arrangement, EDSA reserves the right, after giving reasonable written notice, to suspend any or all services provided to the Client. Such services may include (without limitation) website hosting, email hosting, domains, software licences, maintenance, technical support, development work, cloud services and access to websites or applications. Suspension of services shall not relieve the Client of its obligation to pay any outstanding invoices.
Where payment remains outstanding, EDSA reserves the right to pursue recovery of the debt through solicitors, debt recovery agents or the courts. The Client shall be responsible for any interest, compensation and reasonable recovery costs recoverable under these Terms or applicable law. Where a County Court Judgment (CCJ) is obtained and remains unsatisfied, it may affect the Client's credit rating.
EDSA reserves the right to instruct solicitors or debt recovery agents at any stage following non-payment of an overdue invoice.
Cheques returned for insufficient funds will be assessed a return charge of £25 and the Client's account will immediately be considered to be in default until full payment is received.
Accounts unpaid 30 days after the date of invoice will be considered in default. If the Client in default maintains any information or files on EDSA's web space, EDSA will, at its discretion, remove all such material from its web space. EDSA is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Clients with accounts in default agree to pay EDSA reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by EDSA in enforcing these Terms.
EDSA shall not be liable for any interruption to the Client's business arising from the suspension of services due to non-payment.
Project timeframes will be discussed with the Client, before the commencement of work by EDSA. Provided timescales are approximate and EDSA will do their best to complete the project as soon as reasonably possible. For a high standard of quality to be produced, please allow sufficient time for the project to be completed.
The Client agrees to provide EDSA promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by EDSA for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid EDSA with progressing the project in a satisfactory and expedient manner.
During the project, EDSA will require the Client to provide website content; text, images, movies and sound files, along with any relevant background information.
Failure to provide required website content in a timely manner will cause project delay and EDSA reserves the right to impose a surcharge in these cases.
The Client's website and its contents may incorporate links to the websites and services of third-parties. Such links are provided for the web-user's convenience only, and their provision does not constitute an authorisation by EDSA to access such third-party websites, nor it is an endorsement of the content of these websites. EDSA reserves the right to render the Client's website unavailable from time to time for maintenance either on a scheduled or unscheduled basis.
All tangible forms of confidential information of either party, including, without limitation, all summaries, copies, excerpts of any confidential information whether supplied to the other party or not, shall be the sole property of the disclosing party, and shall be immediately delivered by the receiving party to the disclosing party upon the disclosing party’s request or the termination of these Terms (whichever is earlier). The receiving party shall not copy, reproduce, publish or distribute in whole or in part any confidential information without the prior written consent of the disclosing party.
For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to EDSA, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Law.
The Client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include the Client providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of the Client's respective rights and obligations under these terms and conditions, including all instructions given by the Client to EDSA and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.
The parties acknowledge that if EDSA processes any personal data on the Client's behalf when performing its obligations under this agreement, the Client is the controller and EDSA is the processor for the purposes of Data Protection Law.
The scope, nature and purpose of processing by EDSA, the duration of the processing and the types of personal data and categories of data subject are set out in EDSA's Privacy Policy.
The Client hereby gives EDSA consent to engage sub-processors for processing of personal data on the Client's behalf. EDSA shall inform the Client before transferring any personal data processed on their behalf to a new sub-processor. Following receipt of such information the Client shall notify EDSA if they object to the new sub-processor. If the Client does not object to the sub-processor within seven calendar days of receiving the information, they shall be deemed to have accepted the sub-processor. If the Client have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, EDSA shall not transfer any personal data processed on the Client's behalf to the sub-processor.
EDSA shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. EDSA shall remain primarily liable to the Client for the performance or non-performance of the sub-processors' obligations. Upon the Client's request, EDSA are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.
EDSA will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
The Client is solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisation's in respect of any content (images/videos etc) provided to EDSA for use on The Client's Project. EDSA will not be held responsible for any legal action, or demands from companies seeking financial compensation from unauthorised images supplied to EDSA.
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs delivered via USB drive, e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by EDSA to return to the Client any images or printed material provided for use in creation of the Client's website, such return cannot be guaranteed.
Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, EDSA cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of EDSA until all outstanding accounts are paid in full, unless provided by the Client previously.
Any scripts, CGI applications, PHP scripts, or software (unless specifically agreed) written by EDSA remain the copyright of EDSA and may only be commercially reproduced or resold with the permission of EDSA.
EDSA cannot take responsibility for any copyright infringements caused by materials submitted by the Client. EDSA reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions to the brief will be carried out at the discretion of EDSA and where no charge is made by EDSA for such additions, EDSA accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The Client agrees to make available as soon as is reasonably possible to EDSA all materials required to complete the site to the agreed standard and within the set deadline.
EDSA will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
EDSA will not be liable or become involved in any disputes between the site owner and their Clients and cannot be held responsible for any wrongdoing on the part of a site owner.
EDSA will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the Client or any of the Client's appointed agents.
EDSA will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
Once a website has been designed and completed the final balance of payment is then due in accordance with EDSA's payment terms. There are no exceptions to this, i.e. if the Client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non-payment will result in legal action being taken if necessary.
The Client acknowledges that their are various types of IP associated with any EDSA website build.
The Client acknowledges that by law all code, design and similar services are owned by the author, in this case EDSA. This is protected in the Copyright, Designs and Patents Act 1988. Hence EDSA remain the author and owner of IP. This is not the same as owning the Client's website, EDSA don't take any ownership of any content or ideas that the Client provides.
EDSA are permitted and may reuse elements of code that have been used in previous projects, eg contact forms, CMS, design structure.
Logos and branding are likely to be protected by registered trade mark rights or the law of passing off.
EDSA cannot take responsibility for any losses incurred by the use of any software created for the Client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the Client in ensuring that all software is functioning correctly before use.
Where applications or sites are developed on servers not recommended by EDSA, the Client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Client’s responsibility to provide a suitable testing environment which is identical to the final production environment.
The Client is expected to test fully any application or programming relating to a site developed by EDSA before being made generally available for use. Where 'bugs', errors or other issues are found after the site is live, EDSA will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
EDSA makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Safari, Microsoft Edge etc.). The Client agrees that EDSA cannot guarantee correct functionality with all browser software across different operating systems.
EDSA cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, EDSA reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Once all amounts due to EDSA from the Client are paid and cleared, the Client will be assigned the rights to use, as applicable, the products and services, including, the website which includes the text, graphics, animation, audio components and digital components contained within the finished website, in accordance with these Terms and any applicable agreement or licence but no rights of ownership are conveyed unless specifically agreed by EDSA.
No such rights as described in above will pass until all amounts due to EDSA from the Client are paid. Non payment of invoices in full within 30 days from the date of the invoice will forfeit the Client's rights.
Until all outstanding invoices relating to the relevant project or services have been paid in full, EDSA reserves the right to retain administrative access credentials, source code, deployment files, backups, documentation, hosting control panel access, software licences and other materials or services under its control. EDSA shall not be obliged to transfer, release or provide access to such items until all outstanding sums have been received in cleared funds, unless otherwise required by law or expressly agreed in writing.
The rights to photographs, graphics and any third-party items such as source code, always remain the property of their respective owners.
Unless the Client has specific written agreement from EDSA, all products, including content management systems (CMS), interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, CGI applications, software, programming/source code, and all other components of any source or object computer code that comprises the website, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content and design elements used or developed and all software, and EDSA's products and results of EDSA's services remain the property of EDSA and they retain full ownership rights and all intellectual property rights. The Client specifically agrees not do anything that may in any way infringe upon or undermine EDSA's rights, title, or interest in the website or EDSA's products and services. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that is owned by EDSA.
The Client fully understands that EDSA may reproduce, reuse, develop and use in any other way they choose, anything within their ownership.
A link to EDSA will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. If a Client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than £5000, a fixed fee of £500 will be applied. The Client also agrees that the website developed for the Client may be presented in EDSA's portfolio and other marketing material.
If the Client's website is to be installed on a third-party server, EDSA must be granted temporary read/write access to the Client's storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be accessed and configured on the server.
Likewise, if the Client is requiring content to be transferred from a third-party server to one under EDSA's control, EDSA will again need access to the third-party server.
EDSA will design & test websites to work on their own servers, and cannot guarantee correct functionality if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third-party host to ensure that the server is compatible with the website. EDSA will assist the Client to configure the server if this is required. However, this may be subject to additional charges.
EDSA will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall project development is completed, but before upload to a server or release of the materials to the Client. The Client must inform EDSA of any amendments required within 7 days of design completion and within 7 days project development completion. At the completion of the project, such materials will be deemed to be accepted and approved.
EDSA cannot accept responsibility for any alterations caused by either The Client or a third-party occurring to the Client's pages after project launch. Such alterations include, but are not limited to additions, modifications or deletions.
EDSA may purchase domain names, website hosting, email hosting, SSL certificates, software licences or other subscription services on behalf of the Client. Payment and renewal of these services remains the sole responsibility of the Client. Where EDSA has paid third-party renewal costs on behalf of the Client, EDSA reserves the right to suspend or terminate the associated services until reimbursement has been received in full.
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone or verbal requests for termination of services will not be honoured until confirmed in writing (email is sufficient). The Client will be invoiced for project work completed to the date of first notice of cancellation for payment in full within 30 days.
If the Client has paid in advance, no refunds will be issued for the project work which has already been completed to the date of the first notice of cancellation or termination.
Termination of services by the Client, may also incur additional charges, such as: the cost of transferring website hosting, domain names or other services away from EDSA to another provider.
The right to terminate this Agreement will be without prejudice to any right or remedy of EDSA in respect of the breach concerned, if any, or any other breach.
Where reasonably practicable EDSA will give prior written notice before suspension. Suspension shall not constitute a breach of contract and shall not affect the Client's obligation to pay outstanding invoices.
Suspension of any service shall not constitute a waiver of EDSA's right to recover all outstanding sums due under this Agreement.
These Terms supersede all previous representations, understandings or correspondences, whether written or spoken. The Client's payment of initial deposit/fee constitutes agreement to and acceptance of these Terms.
These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
EDSA reserves the right to assign its interest in this Agreement. This Agreement shall not be assigned by The Client without the prior written consent of EDSA.
The entire liability of EDSA to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
EDSA does not accept responsibility for the truth or otherwise of any statement made on the Client's website nor does EDSA accept any liability for any hurt or offence caused to any person or company by any statement or opinion expressed on the website nor accept liability for any damages for defamation, loss of reputation or loss of business whether perceived or real caused by any statement made on such website.
EDSA accepts no liability for temporary suspension of service due to circumstances beyond its control such as (but not limited to) loss of internet service, suspension or failure of hosting services provided by any hosting company employed by EDSA at any time, or loss of or failure of any telecommunications services wherever this may occur.
EDSA accepts NO responsibility for any accidental loss of data, site down time, or repairs of any kind caused by the Client's misadministration. EDSA reserve the right to invoice any works relating to re-instating the website to its previous state.
All EDSA services may be used for lawful purposes only. The Client agrees to indemnify and hold harmless EDSA against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Client's use of EDSA services.
EDSA cannot be held responsible for any losses arising howsoever by reason of any website user republishing or distributing information from the Client's website and also EDSA cannot be held responsible for any infringement of copyright or other intellectual property right caused by publishing material onto the Client's website and insofar as any such claim arises the Client hereby indemnifies EDSA against all losses, liabilities, costs and expenses so arising.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Thank you for reading our Terms of Business.