Winston Website Subscription Agreement Terms and Conditions

Between:

Winston Web Co Ltd (Company No. 15016093), ("the Provider")

And

The purchaser ("the Client")

Effective Date: Date of purchase

Monthly Fee & Tier: As selected during checkout and stated in the product listing
Minimum Term: 36 months (12-month minimum commitment)


1. Services Provided

1.1 Tier Confirmation
The features and pricing associated with the Client’s subscription are those stated in the product selected at checkout. The Provider will confirm the agreed scope as part of onboarding or initial project communications.


2. Pricing & Payment

2.1 The Client shall pay the Monthly Fee as selected during checkout and stated in the product listing each month by direct debit or recurring card payment on the same calendar day as the Effective Date. If that day does not exist in a future month (e.g., 31st), payment will be collected on the nearest valid day.
2.2  Late payments exceeding 14 days incur a £25 + VAT admin fee. Services may be suspended after 30 days overdue.
2.3 The Provider reserves the right to update fees post-term with 30 days’ notice. The Client may cancel before the new rate applies.
2.4  The Client agrees to maintain an active, valid payment method on file for the duration of the agreement. Failure to update payment details may result in service disruption or suspension.


3. Term & Commitment

3.1 This agreement runs for a minimum of 36 months ("Initial Term").
3.2 After the Initial Term, this agreement renews on a monthly basis unless the Client provides 30 days’ written notice prior to renewal. The Provider may also offer a new fixed-term renewal package at that time.


4. Termination & Early Exit

4.1 Minimum Term and Early Termination

 If the Client cancels within the first 12 months and wishes to retain the website, they must pay 50% of the remaining balance of the full 36-month contract.
If they do not wish to retain the website, they must pay the remaining balance up to month 12.
The Client forfeits all rights to reuse or replicate the Provider’s website design, layout, or content unless they pay the early exit fee in full.

4.2 Post-12 Months Termination

After month 12, the Client may cancel with 30 days' notice. Unpaid websites will be unpublished after 14 days overdue.

4.3 Non-Payment During the Initial 12 Months

Failure to pay during the first 12 months allows the Provider to terminate the contract. The Client will owe the full remaining 12-month balance.
To retain the website, they must pay the 50% fee for the full 36-month term.

4.4 Resuming Services

Resumption requires full payment of outstanding balances. The contract continues from where it left off.


5. Ownership & Transfer

5.1 The website remains the Provider’s property until the Initial 36-month Term is completed or the early exit fee is paid in full.
5.2 Upon completion or full payment, transfer is possible under platform-specific rules.
5.3 Domain transfer follows Schedule B and may incur admin and pro-rata costs.
5.4 Clients are prohibited from replicating the Provider’s design or working around the Provider using subcontractors introduced during the contract for a period of 24 months.
5.5 Breach may result in legal action.


6. Reuse of Design After Early Termination

6.1 If the Client cancels the agreement before completing the 36-month term and does not pay the applicable early exit fee to retain the website, the Provider reserves the right to reuse the design, layout, and structure of the website for future projects.
6.2 This excludes all client-specific assets such as business names, logos, supplied images or videos, and proprietary written content.
6.3 Any reused design will be genericised and anonymised to ensure it does not identify or reference the Client’s brand.


7. Design Refresh

Clients may request a design refresh at month 36 if renewing for another 36 months. Optional and subject to rates, availability, and compatibility. Must be requested within 6 months of eligibility.


8. Continuity

If the Provider ceases operations, the site will be transferred to the Client at no cost. DNS support provided for 30 days.


9. Content Updates

Up to 3 hours/month for updates. Design changes and complex requests may be quoted separately. Time does not roll over.


10. Client Content

Client is responsible for legality, accuracy, and rights to supplied content. The Client indemnifies the Provider.


11. Third-Party Services

The Provider is not liable for failures of third-party tools, APIs, plugins, or platforms.


12. GDPR & Data

The Client is the data controller. The Provider is a processor only and complies with UK GDPR.


13. SLAs

  • Uptime: 99% annually
  • Routine updates: 3–5 business days
  • Urgent issues: 1 business day
    If uptime drops below 99% for two consecutive months, the Client may cancel with 30 days’ notice.
  • Support is provided via email and support portal/form during standard business hours (Mon–Fri, 10am–4pm).
  • Phone/Whats App support is not included unless explicitly stated in Schedule A.


14. Warranties

The Provider warrants site functionality as agreed. Bugs reported within 30 days (not caused by the Client) will be fixed.


15. Optional Add-Ons

Website-related features such as chatbots, review widgets, booking tools, or third-party plugins may be made available through the Provider. These are billed separately and may require additional agreements.

Where an add-on is purchased through the Provider (e.g., licensed plugins), it will be invoiced separately, and the Provider accepts no responsibility for third-party outages or limitations.

White-labeled services (e.g., Winston Reviews) are provided and supported under a separate agreement with independent billing and terms.


16. Design Protection

16.1 No replication or reuse of the Provider's work during the agreement unless ownership is transferred.
16.2 After a full 36-month term or paid exit, Client agrees not to reuse the design for 24 months post-termination.
16.3 If exiting without payment, no replication or reuse is permitted under any circumstances.


17. Confidentiality

17.1 Both parties must treat shared information as confidential unless publicly known.
17.2 Can only be used to fulfil this agreement.
17.3 Residual knowledge may be used, without disclosing specifics.
17.4 Obligation lasts for 5 years post-termination.


18. Force Majeure

No liability for failure to perform due to events outside either party’s control.


19. Liability Limitation

The Provider’s liability is capped at the total amount paid. No liability for indirect or consequential loss.


20. Subcontracting

The Provider may subcontract work but remains fully responsible.


21. Dispute Resolution

Informal resolution first. If unresolved, both parties agree to mediation. English law applies.


22. Notices

Email (deemed same day if sent before 4 PM) or post (deemed received after 2 business days).


23. Amendments

Must be in writing and signed by both parties.


24. Insurance

The Provider holds public liability and professional indemnity insurance.


25. Personal Guarantee

Where the Client is a Limited Company or LLP, the person completing the purchase confirms they are a director or authorised officer and personally guarantee payment of all sums owed under this agreement. This guarantee applies even if the company dissolves, enters insolvency, or fails to meet its obligations. The Guarantor is jointly and severally liable with the Client.


26. Acceptance

By completing this purchase, the Client confirms they are authorised to enter into this agreement, accept the personal guarantee terms under Clause 25 (if applicable), and agree to all terms of this Website Subscription Agreement. The agreement is effective from the date of purchase and applies to the subscription tier selected at checkout.


Schedule A – Service Scope

The service scope will vary based on the subscription tier selected (e.g., Starter, Growth, Advanced). Details of included features, number of pages, and any dynamic content will be outlined in the product listing and confirmed at checkout.

Optional add-ons (e.g., chatbot, review widget) may be captured at checkout and applied accordingly. These will be billed separately and handled in accordance with Clause 15.



Schedule B – Domain Name Management

  1. Ownership

Domains registered by the Provider remains the Provider’s property unless transferred with payment or agreement.

  1. Transfers

  • £25 + VAT admin fee

  • Pro-rata renewal costs

  • Market value for domains if purchased by Provider

  1. Client Responsibility

Client-managed domains are solely their responsibility. Downtime due to missed renewals is not the Provider’s liability.