Business terms built around clear responsibility.

Parties, business use and the Agreement

These Terms of Service and Client Agreement are between ECOMR LTD trading as TwinScroll (TwinScroll, we, us or our) and the business customer identified in an Order (the Client, you or your). They apply only to Services acquired wholly or mainly for business purposes.

The Agreement consists of the accepted proposal, quotation, order form, statement of work or service schedule (each an Order), these Terms, and any data processing agreement or other document expressly incorporated into the Order. An Order takes priority over these Terms where it expressly identifies a conflict. A data processing agreement takes priority only for the processing of personal data.

You accept the Agreement by signing or electronically accepting an Order, paying an invoice that refers to these Terms, or instructing us to start after these Terms have been made available to you. The person accepting warrants that they are at least 18 and authorised to bind the Client. If mandatory consumer law nevertheless applies, nothing in the Agreement removes rights that cannot lawfully be excluded.

Services, scope and Client cooperation

We will provide the website design, development, hosting, maintenance, digital marketing, advertising, consultancy or related services described in the applicable Order (the Services) with reasonable care and skill. Anything not stated in the Order is outside scope and may require a separate quotation or change order.

You must provide complete and accurate instructions, decisions, access credentials, account permissions, approvals, product and service information, and Client Content in the format and by the dates reasonably requested. You are responsible for the accuracy of information supplied by your staff, advisers and contractors.

Timelines depend on that cooperation. A Client delay extends affected dates and does not suspend recurring charges unless we agree otherwise in writing. If a project is inactive because the Client has not responded for 30 days, we may archive it and charge a reasonable restart fee after giving notice.

Fees, advertising spend and late payment

Fees, deposits, recurring charges, payment dates, minimum terms and cancellation periods are set out in the Order. Fees exclude VAT and third-party charges unless the Order says otherwise. Advertising media spend, platform charges, domain fees, licences, premium plugins, stock assets and other third-party costs are payable by the Client unless expressly included.

Invoices must be paid in full without set-off, counterclaim or deduction except where required by law. We may charge statutory interest, fixed compensation and reasonable recovery costs on late commercial payments. We may suspend Services on reasonable notice while an undisputed invoice remains overdue, and immediately where a payment is reversed, a chargeback is raised without a genuine dispute, or continued service creates a material security or legal risk.

Suspension does not waive payment obligations or extend a subscription term. We are not responsible for losses caused by a lawful suspension under the Agreement.

Changes, review and acceptance

Requests outside scope, changed instructions, extra revisions, new integrations, substantial redesigns or work caused by inaccurate Client information are changes. We may state the resulting effect on price and timing before carrying them out.

You must review proofs, staging links, campaign drafts, tracking plans and deliverables promptly. A deliverable is accepted when you approve it in writing, use or publish it, authorise launch, or do not identify a material failure against the Order within 10 Business Days after it is presented for acceptance. Acceptance does not prevent you reporting a hidden defect that could not reasonably have been found during review.

Approval confirms that names, prices, claims, images, legal notices, product information, contact details, links and other Client-controlled facts are correct. Corrections required because approved information was inaccurate may be chargeable.

Client Content ownership, licence and warranties

Client Content means everything supplied, selected, instructed, uploaded, imported, transmitted or published by or for the Client, before or after delivery. It includes images, product photographs, logos, graphics, videos, audio, text, product descriptions, downloadable files, trade marks, product data, databases, documents, fonts, reviews, testimonials, pricing, claims, feeds, code, and other third-party or generated assets.

You retain ownership of Client Content that you own. You grant us and our subcontractors a non-exclusive, worldwide, royalty-free licence for the term of the Agreement to host, copy, reproduce, adapt, resize, crop, format, translate, transmit and publish Client Content only as reasonably required to provide, support, secure or demonstrate the Services.

You warrant on each supply or upload that:

• you own the Client Content or hold all licences, releases, consents and permissions needed for the intended use in every relevant territory and medium;
• you have authority to permit us, our contractors and relevant platforms to use it as required for the Services;
• it does not infringe copyright, trade marks, passing off rights, design rights, database rights, moral rights, privacy or publicity rights, confidential information or any other third-party right;
• it is accurate in all material respects and is not defamatory, unlawful, harmful, fraudulent, misleading or likely to breach advertising, consumer or industry rules; and
• where it includes personal data, you have a lawful basis and have given any required privacy information and obtained any required consent.

You must keep evidence of ownership, licences, model or property releases, claim substantiation and permissions, and provide it promptly if we reasonably ask. We may refuse, pause or remove Client Content where satisfactory evidence is not provided. Our handling, formatting or publication of Client Content does not amount to approval of its legality.

Responsibility for content and CMS changes after delivery

Unless an Order expressly includes an ongoing content management or legal-compliance service, our responsibility is limited to the website's design, development and agreed functionality. We do not undertake to review, moderate, clear, verify or continuously monitor content added or changed after delivery.

The Client is solely responsible for all content published through Shopify, WordPress, WooCommerce or any other content management system, ecommerce platform, advertising account, product feed or connected service after delivery. This remains the case where we host or maintain the underlying website.

Any action taken by the Client, its staff, contractors, agencies or anyone using its login credentials is treated as an action of the Client. The Client is responsible for choosing authorised users, protecting credentials, enabling available security controls, removing access promptly, and notifying us without delay of suspected compromise.

An ongoing content service covers only the checks and tasks expressly stated in the Order. Unless the Order expressly says otherwise, the Client remains the final approver and remains responsible for ownership, accuracy, claims and legal compliance.

Third-party complaints and content removal

If we receive a complaint, allegation, platform notice, legal demand or regulatory enquiry relating to Client Content or the Client's business, we may forward it and relevant contact details to the Client. The Client must respond promptly, preserve relevant evidence and provide the information and cooperation we reasonably request.

We do not accept liability for Client Content or third-party content merely because it appears on systems that we design, maintain or host. We have no general duty to monitor Client Content and do not assume responsibility by investigating or acting on a complaint.

We may, but are not obliged to, restrict access to, disable, preserve, suspend or remove content or a service where required by law, court order, regulator or platform; where a rights holder presents a credible complaint; or where we reasonably believe continued publication may expose TwinScroll or a Protected Person to legal, security, reputational or operational risk. Where lawful and reasonably practicable, we will notify the Client. Removal does not determine the merits of a complaint and reinstatement is at our reasonable discretion after the risk is resolved.

Legal and regulatory compliance; no legal advice

TwinScroll is not a law firm and does not provide legal review, legal opinions or legal compliance services. Template privacy notices, cookie text, terms, disclaimers, accessibility tools or suggestions supplied during a project are operational starting points only unless the Order expressly includes advice from a qualified legal professional.

The Client is responsible for obtaining its own advice and for ensuring that its business, website, products, services, Client Content, tracking and campaigns comply with all applicable laws, codes and regulations. This includes copyright and trade mark law, design and database rights, consumer protection and ecommerce rules, advertising standards, pricing and promotion rules, UK GDPR and data protection, PECR and cookies, accessibility requirements, sector-specific rules and legislation applying in every territory targeted.

The Client must hold adequate evidence for objective marketing claims, reviews, comparisons, prices, savings, performance claims, environmental claims and regulated product or service statements. We may rely on the Client's instructions and supplied substantiation without independently verifying them.

TwinScroll intellectual property and deliverables

Each party keeps ownership of intellectual property it owned or developed independently of the Agreement. TwinScroll retains its methods, know-how, templates, design systems, reusable components, software, scripts, libraries, tools and improvements (Background IP). Third-party materials remain subject to their licensors' terms.

Ownership or licensing of project deliverables is determined by the Order. For a hosted or subscription website, the Client receives a non-exclusive, non-transferable licence to use the deliverables during the paid service term; ownership and export rights do not transfer unless the Order expressly says so. For a one-off project, any agreed assignment takes effect only after all related fees are paid and excludes Background IP and third-party materials. Where no assignment is stated, the Client receives a non-exclusive licence to use the final deliverables for its own business.

The Client may always retrieve and reuse its own Client Content, subject to third-party licence terms. Any migration, export, handover or conversion work outside the Order may be chargeable. Unless an Order is confidential or the Client opts out in writing before launch, we may identify the Client and display public-facing deliverables in our portfolio and sales materials without disclosing confidential information.

Digital marketing, advertising and platform services

Campaign performance depends on market demand, competition, budgets, pricing, Client response times, platform decisions, landing pages and factors outside our control. We do not guarantee rankings, impressions, leads, sales, revenue, cost per result, account approval or uninterrupted delivery.

The Client is responsible for approving campaign objectives, budgets, targeting, offers, prices, claims and creative content and for having authority to use the relevant advertising, analytics and social accounts. Platforms may reject, restrict, suspend or change accounts, content, algorithms, policies and features without notice. We are not liable for a platform decision that we did not cause by failing to use reasonable care.

Advice, forecasts and reporting are estimates and decision-support information, not financial or legal advice. The Client remains responsible for commercial decisions and for responding to enquiries.

Hosting, domains and third-party services

Services may depend on hosting providers, registrars, content management systems, ecommerce platforms, payment providers, plugins, APIs, analytics tools, advertising platforms and other third parties. Their terms, pricing, availability, security, limits and changes apply in addition to the Agreement.

The Order will state any domain, licence, renewal, backup or account-management responsibility that we accept. Otherwise, the Client is responsible for maintaining its own third-party accounts, payment methods, renewals and independent copies of business-critical data. Backups are a recovery aid and must not be treated as the Client's only copy.

We are not responsible for third-party outages, policy changes, deprecations, account actions, vulnerabilities or data loss outside our reasonable control. Work required because a third party changes or withdraws a service may be treated as a change.

Data protection and security roles

Each party must comply with data protection law that applies to its own processing. For personal data collected from the Client's customers through a website, campaign, booking flow or other Client service, the Client will normally be the controller and is responsible for lawful bases, transparency information, consent where required, rights requests, retention and regulatory compliance.

Where we process personal data solely on the Client's documented instructions, we act as processor and the parties must put in place any controller-processor terms required by Article 28 of the UK GDPR before that processing begins. Nothing in the Agreement changes the parties' legal status where the facts indicate a different role.

The Client must not give us unlawful instructions or unnecessary special-category or criminal-offence data. Both parties must use appropriate security measures. No internet service can be guaranteed completely secure, and the Client must notify us promptly of any incident affecting systems or credentials relevant to the Services.

Confidentiality

Each party must keep the other party's non-public commercial, technical, security and personal information confidential, use it only for the Agreement, and disclose it only to personnel, professional advisers and subcontractors who need it and are bound by appropriate duties.

This duty does not cover information already lawfully known, independently developed, received lawfully without restriction, or made public without breach. A party may disclose information where legally required, giving notice where lawful and limiting disclosure where reasonably possible. Confidentiality continues for five years after the Agreement ends, and for trade secrets while they remain trade secrets.

Client indemnity

The Client shall indemnify, keep indemnified and hold harmless TwinScroll and its present and former directors, officers, employees and contractors (together, the Protected Persons) against all claims, demands, proceedings, investigations, damages, settlements, liabilities, losses, costs and reasonable legal and professional expenses, and regulatory fines or penalties to the extent lawfully recoverable, arising out of or in connection with:

• actual or alleged copyright, trade mark, passing off, design right, database right, privacy, publicity, confidentiality or other intellectual property infringement involving Client Content or Client instructions;
• unlawful, defamatory, fraudulent, inaccurate or misleading Client Content, product data, offers, claims, reviews, pricing or advertising;
• content or changes uploaded, published or instructed by the Client or by anyone using Client credentials;
• the Client's breach of sections 5, 6, 8, 10 or 12, or its breach of applicable law; or
• a third-party claim relating to the Client's products, services, fulfilment, refunds, promotions, regulated activities or business operations.

This indemnity does not apply to the extent a claim was caused by our material use of Client Content outside the Client's instructions or by our fraud or deliberate infringement. We will give reasonably prompt notice where practicable. The Client may participate with its own advisers, but must not admit liability or settle in a way that prejudices a Protected Person without our written consent. We may control the response where our interests or continued hosting are affected. Each Protected Person may enforce this section under the Contracts (Rights of Third Parties) Act 1999.

Liability

Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a liability that cannot lawfully be limited, or any other liability to the extent exclusion is prohibited by law.

Subject to that paragraph, TwinScroll is not liable for indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill, reputation or data, whether direct or indirect. We are not liable to the extent loss results from Client Content, Client approval or delay, Client or third-party changes, compromised Client credentials, a lawful suspension or removal, an unsupported integration, a platform or supplier outside our control, or the Client's failure to follow written guidance.

Our total aggregate liability arising out of or in connection with an Order in any 12-month period, whether in contract, tort including negligence, misrepresentation, restitution or otherwise, shall not exceed the greater of £1,000 and 100% of the fees paid or payable to us under the affected Order during the 12 months before the event giving rise to the claim. This cap does not limit the Client's payment obligations, the indemnity in section 14, or liability for unauthorised use of our intellectual property.

The exclusions and cap reflect the fees, insurance position, allocation of responsibility and the Client's ability to insure its own business risks. Each provision in this section is separate and applies only to the extent it is reasonable and enforceable.

Term, suspension, termination and exit

The start date, minimum term and renewal arrangement are stated in the Order. If an Order does not state a cancellation period for a monthly rolling Service, either party may end it on 30 days' written notice. Cancellation takes effect at the end of the applicable paid period unless the Order says otherwise.

Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately where the other becomes insolvent or the breach cannot be remedied. We may suspend or terminate immediately where continued service would be unlawful, materially insecure, abusive or likely to expose a Protected Person to serious risk. We may terminate for non-payment if an undisputed amount remains unpaid seven days after written notice.

On termination, all accrued fees become due, licences limited to an active subscription end, and we may disable hosted Services when the paid term or applicable notice period ends. The Client must arrange any agreed export before that date. Where reasonably practicable, we will retain a recovery backup for at least 14 days after service ends, after which files and data may be permanently deleted unless law or an agreed data processing term requires otherwise. Retrieval, migration, reinstatement or conversion work may be chargeable.

Events outside reasonable control

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including widespread network or cloud failure, platform outage, power failure, industrial dispute, natural disaster, epidemic, war, civil disorder, government action or supply-chain interruption. The affected party must notify the other where practicable and take reasonable steps to reduce the effect. Payment obligations for Services already supplied are not excused.

General and English law

Notices about breach, termination or legal claims must be in writing and sent to the email address in the Order, or to [email protected] for TwinScroll. Operational messages may use agreed project channels. A material update to these Terms applies to a new Order or a later renewal only after reasonable notice; it does not retrospectively rewrite completed work or an existing fixed term unless both parties agree.

The Agreement is the entire agreement about its subject and replaces earlier discussions, but neither party excludes liability for fraud or fraudulent misrepresentation. A failure to enforce a right is not a waiver. If a provision is invalid, it is adjusted or removed only to the minimum extent necessary. The Client may not assign the Agreement without our written consent; we may assign it as part of a genuine business transfer on notice.

Except for the Protected Persons' right to enforce section 14, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999. The parties are independent contractors and do not create a partnership, agency, employment relationship or joint venture.

The Agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, although we may seek urgent injunctive relief or enforce a judgment in any competent jurisdiction.