Terms & conditions

The specific Services we provide to you will be set out in a Proposal or SOW, which forms part of these Terms. In the event of any conflict between a Proposal/SOW and these Terms, the Proposal/SOW takes priority for that specific project.

Any work, feature, integration, or request not explicitly listed in the agreed Proposal or SOW is considered outside the scope of the project (“Out of Scope”) and will be quoted and charged separately.

We reserve the right to refuse any request that we reasonably believe is unlawful, unethical, or outside our technical capability.

Project-based work (websites and automation builds). Unless otherwise stated in the Proposal or SOW, fees for one-off project work are payable as follows:

• 50% of the total project fee is payable as a deposit before any work begins.
• The remaining 50% is payable on Completion, before final files, access credentials, or the live Deliverable are handed over.

All fees are quoted in GBP (£) and are exclusive of VAT unless stated otherwise.

Invoices are payable by the due date stated on the invoice. Accepted payment methods will be confirmed at the time of invoicing.

Late payment. If payment is not received by the due date, Verde Optimal reserves the right to pause all work, hosting, and support on the project until the outstanding balance is paid in full. We will not be liable for any delay, downtime, or loss caused by such a pause.

Pricing basis for automation projects. Where a project involves AI automation, pricing is based on the scope, complexity, and estimated value or cost-saving of the process being automated, as set out in the Proposal. Any change to the process, data sources, or required integrations after the Proposal is agreed may result in a revised quote.

Each project includes one (1) round of revisions as standard, to be requested within the review period stated in the Proposal or SOW.

A “round of revisions” means a single, consolidated set of change requests covering the agreed Deliverables. It does not include new features, new pages, new automation steps, or changes to the original agreed scope.

Additional rounds of revisions, or requests that fall outside the original scope, will be quoted separately for larger changes.

To deliver the Services on time, we rely on you to:

• Provide all content, images, branding, logins, and access (e.g. domain, hosting, third-party accounts) needed for the project in a timely manner.
• Respond to requests for feedback, approval, or information within a reasonable time, and in any event within the timeframe stated in the Proposal.
• Ensure any data provided to us for use in automations is accurate, lawfully obtained, and that you have the right to share it with us.

Where delays in providing the above cause the project timeline to slip, we will not be responsible for missed deadlines and reserve the right to adjust the schedule and, where relevant, the fee.

Any timelines given in a Proposal or SOW are estimates made in good faith and are not guaranteed delivery dates unless explicitly stated as fixed.

Delays caused by the Client (see Clause 5), by third-party platforms or services, or by circumstances outside our reasonable control (see Clause 15) will extend any agreed timeline accordingly.

Until the total project fee has been paid in full, all code, designs, automations, and other work product created as part of the project remain the sole property of Verde Optimal. The Client is granted no licence to use, copy, host, or deploy the Deliverables until payment is received in full.

On receipt of payment in full, ownership of the final Deliverables created specifically for the Client transfers to the Client, save for the exclusions in Clause 7.3.

The following remain the property of Verde Optimal or the relevant third party, and are licensed, not sold, to the Client:

• Verde Optimal’s own pre-existing tools, frameworks, code libraries, templates, and know-how used to deliver the project.
• Any third-party software, platforms, plugins, or paid tools used in the build, which remain subject to that provider’s own licence terms.
• Stock images, fonts, or assets licensed from third parties, which remain subject to the original licensor’s terms.

We reserve the right to display and reference completed work (including screenshots, descriptions, and outcomes) in our own portfolio, website, and marketing materials, unless the Client requests otherwise in writing and we agree to a confidentiality arrangement under Clause 12.

Costs for third-party services required to run the Deliverables on an ongoing basis (including but not limited to domain registration, hosting, APIs, or other paid software subscriptions) are the Client’s responsibility, unless explicitly included in a Retainer under Clause 9.

We will advise on suitable third-party services and typical costs during the proposal stage, but we do not guarantee pricing set by third-party providers, which may change at their discretion.

Clients may opt into an ongoing monthly Retainer for maintenance, updates, support, and/or continued development, at the rate agreed in the Proposal or SOW.

Retainers are billed monthly in advance and renew automatically until cancelled.

Either party may cancel a Retainer by giving 30 days’ written notice. No refund will be given for the current billing period.

Work outside the scope of the agreed Retainer (e.g. new features, new automations, significant redesigns) will be quoted and charged separately.

If the Client cancels a project after work has begun, the deposit and any fees paid will be refunded minus the value of work already completed, calculated on a fair and reasonable basis by Verde Optimal.

If, on review, the Deliverables genuinely do not meet the scope of work set out in the agreed Proposal or SOW, and Verde Optimal is unable to remedy this within a reasonable opportunity to do so, the Client is entitled to a full refund of fees paid for that project.

Clause 10.2 does not apply to dissatisfaction based on personal preference, changes of mind, or requests that fall outside the originally agreed scope. These are handled under Clause 4 (Revisions) instead.

We provide 14 days of free bug-fixing support from the date of Go-Live/Completion, covering defects where the Deliverable does not function as specified in the agreed Proposal or SOW.

This warranty does not cover: new features or scope changes, issues caused by the Client or a third party editing the Deliverable, issues caused by third-party platform updates outside our control, or general “how do I…” support (which is covered separately by a Retainer if in place).

After the 14-day warranty period, ongoing support is available via a Retainer (Clause 9) or on an ad hoc quoted basis.

Each party agrees to keep confidential any non-public business, technical, or financial information disclosed by the other party in connection with a project, and not to disclose it to any third party without consent, except where required by law.

This obligation survives the completion or termination of any project.

Where a project involves processing personal data (including through AI automations), both parties will comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

The Client remains the data controller for any personal data processed as part of the Services, unless otherwise agreed in writing. Verde Optimal acts as a data processor where relevant, and will process personal data only as reasonably necessary to deliver the Services and in accordance with the Client’s documented instructions.

The Client is responsible for ensuring it has a lawful basis to collect, share, and process any personal data used within an automation or website we build.

Nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded under English law.

Subject to Clause 14.1, our total liability to the Client arising out of or in connection with a project, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client for that specific project in the 12 months preceding the claim.

We will not be liable for any indirect, special, or consequential loss, including loss of profits, loss of business, or loss of data, arising from the Services.

We are not liable for downtime, data loss, or malfunction caused by third-party platforms, hosting providers, or software that are outside our direct control.

Either party may terminate a project agreement by written notice if the other party commits a material breach of these Terms and fails to remedy that breach within 14 days of being asked to do so in writing.

On termination, the Client is liable to pay for all work completed up to the date of termination, calculated on a fair and reasonable basis.

These Terms, together with any Proposal or SOW, constitute the entire agreement between the parties and supersede any prior discussions or agreements.

We may update these Terms from time to time. Any changes will apply to new projects and Proposals issued after the update date; they will not retroactively apply to a project already in progress unless both parties agree.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force.

These Terms are governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.