Terms of Business

1.1These terms govern every service we provide, including dashboard and software platform services, hosting, maintenance, consultancy, automation, advertising management and ad hoc work (together, the “Services”), unless you and we have signed a separate written agreement that expressly replaces them.

1.2These terms are referred to in our quotes, invoices, Stripe products and engagement messages. You accept them, with effect from the start of the relevant Service, by whichever happens first after we have referred you to them: instructing us to carry out or continue work; paying any invoice or subscription (including through Stripe); or continuing to use or receive any Service after we notify you that these terms apply (an updated version takes effect only as clause 10.2 provides). No signature is needed. If you do not accept them, you must tell us in writing before instructing us or paying, and stop using the Services.

1.3These terms apply to the exclusion of any terms you seek to impose or incorporate (for example in a purchase order), and of any terms implied by trade, custom, practice or course of dealing (other than the incorporation of these terms themselves). No delivery of Services, acceptance of payment or other conduct by us is acceptance of any terms you put forward: your terms are rejected even if we do not separately object to them, and we perform only on these terms.

1.4“you” means the business named on our quote, invoice or Stripe billing record for the relevant Service. Where any of your group companies, affiliates or connected businesses uses a Service, that use is treated as your use: you are responsible and liable for it, and you will ensure each such user complies with these terms. The Services are provided to businesses only, not to consumers.

1.5The person who instructs us, pays an invoice or otherwise accepts these terms on your behalf confirms they are authorised to bind you, and that they had the opportunity to read these terms before doing so.

2.1We will provide the Services with reasonable skill and care, in line with good industry practice for an independent consultancy of comparable size and resources.

2.2Clause 2.1 states the standard to which we perform our obligations under these terms; it is our only commitment as to the quality of the Services, and nothing in these terms excludes or reduces it. Subject to that, we do not warrant any particular level of availability, uptime, response time, or any commercial outcome or result, and all other conditions, warranties and terms implied by statute or common law are excluded to the fullest extent permitted by law.

2.3Hosted platforms are provided on an “as available” basis and depend on third-party providers (including hosting, database, email, payment and API providers). We will exercise reasonable skill and care in selecting and configuring third-party providers, but we are not responsible for their acts, omissions, outages, price changes or service withdrawal, nor for consequences of those events that we could not reasonably have avoided.

2.4We may suspend a platform temporarily for maintenance, upgrades or security work. We will use reasonable efforts to keep disruption short.

2.5We decide how the Services are delivered, including the tools, code, architecture, hosting arrangements and personnel (including subcontractors) used. The Services are non-exclusive: we may provide the same or similar services, including platforms built from the same or similar components, to any other client, including your competitors, at any time.

2.6AI features. Some platforms include features powered by artificial intelligence, including large language models. AI output is generated automatically and can be incomplete, inaccurate, out of date or simply wrong. It is provided for convenience, is not advice, and you must check it before relying on it or acting on it. You are responsible for all decisions made and actions taken on the basis of AI output. AI features depend on third-party model providers, whose availability, behaviour and pricing may change, and we may modify, substitute or withdraw an AI feature at any time. To the fullest extent permitted by law, we accept no liability for AI output or for anything done in reliance on it.

2.7Advertising management. Where we manage advertising for you: (a) we will manage campaigns with reasonable skill and care, but advertising performance depends on factors outside our control (including market conditions, your offer, your budget, your website and platform algorithms), and we give no guarantee of any level of impressions, leads, sales, cost per result or return on spend; (b) advertising accounts are yours, held in your name and funded by you, and you are responsible for the accuracy and legality of your products, claims, offers and landing pages; and (c) advertising platforms reject ads and suspend, restrict or close accounts at their own discretion; we are not responsible for any such platform decision or its consequences, and our fees remain payable while we carry out reasonable work to help address it.

2.8We are not obliged to accept any request for new work, changes or ad hoc work. Ad hoc work is only agreed once we have confirmed the scope and fee in writing (email is fine), and anything not expressly included in a confirmed scope is excluded. Suggestions, roadmap items and discussions do not commit us to build anything.

2.9A deliverable or new feature is accepted when you confirm acceptance, when you first use it in your live business, or 10 business days after we make it available to you, whichever happens first, unless within that period you notify us in writing of a material defect. Where you notify a material defect in time, our sole obligation and your sole remedy is for us to correct it within a reasonable time, after which this clause applies again. Minor faults do not delay acceptance and are handled as maintenance.

2.10Our obligations depend on you providing access, information, decisions, approvals and materials promptly, and on you keeping active and paid any third-party accounts and subscriptions the Services rely on. If you delay or fail to do so: we are not in breach to the extent caused by that delay or failure; any timescales move accordingly; fees remain payable in full; and we may charge at our then-current rates for wasted or repeated work.

2.11If a third-party account or service held by you or in your name (for example Meta, Google, HubSpot or another CRM) is suspended, restricted, closed, downgraded or materially changed, we may pause the affected parts of the Services until it is restored, and we are not responsible for any resulting loss of functionality or data. Fees remain payable in full during the pause. Restoring the account is your responsibility; we can assist as chargeable ad hoc work.

3.1Unless agreed otherwise in writing, fees are structured as: (a) a one-off setup fee per platform or project; (b) a monthly fee per platform (“Monthly Fee”); (c) a monthly fee for advertising management, per company or account; and (d) ad hoc work, quoted and agreed case by case.

3.2The Monthly Fee covers hosting infrastructure, routine maintenance and keeping the platform's existing functionality operational. It does not include new features, redesigns, integrations, data work or advisory time, which are chargeable separately as ad hoc work.

3.3All fees are payable in advance and are non-refundable once the billing period has started or the work has begun. Setup fees, ad hoc fees and advertising management fees are payable in full before work starts. Advertising spend paid to platforms is always yours to fund and is separate from our fees.

3.4If any amount is overdue we may, on 7 days' written notice, suspend all or any Services (including platform access) until payment is made in full. Fees continue to accrue during suspension for up to 30 days, reflecting our continuing hosting and infrastructure costs. Suspension or termination of access exercised in accordance with these terms is a contractual right, not a breach: we are not liable for any loss, cost or claim (including loss of business or inaccessibility of data) arising from it, and your backup responsibilities in clause 5.5 continue to apply.

3.5All amounts are exclusive of VAT (where applicable) and must be paid in full without set-off, counterclaim, deduction or withholding (except any deduction required by law). This reflects that recurring fees fund the hosting and infrastructure costs of keeping your platform running.

3.6We may increase recurring fees once in any 12-month period on 30 days' written notice. If you give notice to terminate the affected Service within 14 days of our increase notice, the increase will not apply to that Service during your notice period. Otherwise the increase applies from the date stated in our notice, and your continued use of the Service after that date is acceptance of it. Any disputed increase is still payable when due; if it is later agreed or determined to be wrong we will credit the difference.

3.7Interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 accrue automatically on any overdue amount from its due date until payment in full, before and after any judgment, and continue to accrue during any suspension. Suspension does not end the engagement or pause your payment obligations, and we may charge a reasonable reinstatement fee before restoring access suspended for non-payment.

4.1All intellectual property rights in everything we create, use or supply in delivering the Services (including software, source code, object code, platform architecture, designs, templates, components, tooling, documentation, processes and know-how, together the “Platform Materials”) belong to and remain with AJBC or our licensors. Nothing in these terms transfers any ownership to you.

4.2Payment of any fee (including setup fees and fees for work you asked us to build) buys the Services and the licence in clause 4.4. It does not buy, and never transfers, any intellectual property. This applies even where work was commissioned by you, built to your specification or paid for entirely by you.

4.3You acknowledge that: (a) each platform is built on and incorporates our pre-existing and reusable software, components, architecture and know-how developed across multiple engagements, and is not created solely for you; (b) our fees are calculated on the basis that all intellectual property remains ours and you receive only the licence in clause 4.4, and would be many times higher for any ownership transfer; and (c) no assignment of intellectual property (legal or equitable) is intended or implied, and the licence in clause 4.4 is the full extent of the rights you need to enjoy the Services.

4.4Subject to clauses 3.4 and 4.8, and for so long as the engagement continues, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the hosted platform we operate for you, for your own internal business purposes only. This licence is the entire extent of your rights in the Platform Materials. No wider licence is granted or implied.

4.5You must not (and must not allow anyone else to) copy, download, extract, reverse engineer, decompile, scrape, resell, rent, share access to, or create derivative works from any Platform Materials, or attempt to obtain source code by any means. We never supply source code.

4.6Change of control: the licence does not transfer automatically. The licence in clause 4.4 is personal to you. It does not transfer with a sale of your business, company, shares or assets, or any other change of control, without our prior written consent, which we may withhold or make conditional (including on payment of a transfer fee). You must tell us in writing before completing any such sale or change of control that would give anyone else the use or benefit of a platform. Any purported transfer without consent ends the licence immediately.

4.7If any person continues to use a platform after the licence ends under clause 4.6 or 4.8, that use is unlicensed: their use is on these terms (and we may notify them that these terms apply, after which clause 1.2 operates), and a use fee equal to 200% of the then-current Monthly Fee accrues pro rata daily for the period of use, payable by you and, where these terms bind them, that person jointly and severally, without prejudice to our other rights (including ending access at any time). If a buyer or successor wishes to keep using a platform, we will, acting reasonably, offer them a new engagement on our then-current terms and pricing (which may include a transfer fee); until that engagement is in place and paid, their use remains unlicensed.

4.8The licence ends automatically when the engagement ends (clause 8) or if your fees remain unpaid 30 days after suspension under clause 3.4.

4.9We work for many clients and build platforms that share common components. Nothing in these terms prevents us from developing, using, reusing or supplying to any other client any Platform Materials, ideas, concepts, know-how, techniques, methods, code, components or designs used in or arising from your Services, or any skills or experience gained in delivering them, provided we do not disclose your Client Materials (defined in clause 5.1) or your confidential information. We may also use data that has been aggregated and anonymised so that no individual is or can be identified, including to operate, secure, benchmark and improve our services, during and after the engagement; such data is not personal data and is ours.

4.10We may describe the nature of the work we did for you, and show screenshots or recordings of the platform, in our portfolio, case studies, proposals and marketing, on an anonymised basis: we will not name you or use your logo without your written agreement, and we will remove or obscure identifying data. You may withdraw agreement to being named at any time for future use.

5.1Your business data, customer records, content and branding (“Client Materials”) remain yours. You grant us a licence to host, copy and process Client Materials as needed to deliver the Services.

5.2You are responsible for the accuracy and legality of Client Materials, for having the right to give them to us, and for what you and your team put into any platform.

5.3Credentials. You are responsible for everyone you allow to access a platform. You must keep login credentials confidential and secure, use one login per individual user and never share logins, use any security features we make available, tell us immediately if you suspect any credential has been compromised, and promptly disable (or ask us to disable) access for anyone who leaves your business. Any access using valid credentials is treated as authorised by you, and we are not responsible for any access, disclosure, loss or breach resulting from shared or compromised credentials, your devices or networks, or your failure to comply with this clause; clause 7.5 applies to any resulting claim, fine or loss.

5.4Acceptable use. You must not use any platform to store or transmit unlawful material or malicious code, attempt to gain unauthorised access to any system or data, probe or test the platform's security, overload or interfere with its operation, or use it in a way that harms us, our infrastructure or other clients. We may suspend access immediately and without notice if we reasonably believe this clause has been breached, and clause 3.4 applies to fees during that suspension.

5.5Your backups. The platforms include export features (or we will provide exports on reasonable request). You are responsible for taking and keeping your own regular backups of any data you cannot afford to lose. We run infrastructure-level backups for operational recovery only; they are not an archive service for you, and we do not promise that any particular data can be restored, or restored to any particular point in time. The Monthly Fee is priced on this basis and does not include a backup or disaster-recovery service unless separately agreed in writing.

5.6Domains and accounts. Where we register a domain name, or open a third-party account or subscription, specifically and solely for you at your request and cost, it belongs to you, and we will transfer control to you on request once all our fees have been paid in full; until then we may retain control. Everything else, including our own hosting, database, code and deployment accounts and any account or infrastructure used to serve more than one client, belongs to us and is never transferred. You are responsible for renewal costs of your domains and subscriptions, and if one lapses because you have not paid or instructed us in time, that loss is your risk.

6.1For personal data processed in the Services: you are the controller and we are the processor. You decide what personal data enters the platform, why it is processed and who can access it. We process it only to deliver the Services on your documented instructions (these terms are those instructions). You warrant that your instructions, and the Client Materials you provide, comply with UK data protection law.

6.2Processing details. Subject matter and nature of processing: hosting, storage, organisation, display, transmission, backup and deletion of data within the platforms we operate for you and any connected integrations, and management of advertising accounts. Purpose: delivery of the Services. Duration: the term of the engagement plus the export and deletion period in clause 8.4. Types of personal data: names, contact details, business and transaction data, usage and technical data, and any other personal data you or your users choose to submit to a platform or connected system. Categories of data subjects: your customers, prospects, suppliers, staff, contractors and platform users.

6.3As processor, we will: process personal data only on your documented instructions unless required by law; inform you if, in our opinion, an instruction infringes UK data protection law, and we may suspend the affected processing until the instruction is confirmed or amended (we have no obligation to monitor or review your instructions for legal compliance); ensure persons authorised to process the data are under confidentiality obligations; implement technical and organisational measures appropriate to the risk of the processing, as required by Article 32 UK GDPR, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing; notify you without undue delay after becoming aware of a personal data breach affecting your personal data; taking into account the nature of the processing, provide reasonable assistance (at your cost) with your obligations regarding data subject rights, security, breach notification and impact assessments; and at the end of the Services, delete or return personal data as set out in clause 8.4, unless law requires storage.

6.4You give general written authorisation for our use of sub-processors (including hosting, database and email providers). We will engage each sub-processor under a written contract imposing data protection obligations materially equivalent to those in this clause 6, and we remain responsible to you for the performance of each sub-processor's data protection obligations under this clause 6; a current list of sub-processors is available on request. We will inform you of intended changes of sub-processor, and you may object on reasonable data protection grounds within 14 days; if we cannot reasonably accommodate the objection, either party may end the affected Service.

6.5You authorise us and our sub-processors to transfer personal data outside the UK, provided each transfer is covered by adequacy regulations under Article 45 UK GDPR or appropriate safeguards under Article 46 UK GDPR (including the UK International Data Transfer Agreement or Addendum entered into by us or the sub-processor).

6.6We will make available to you information reasonably necessary to demonstrate compliance with this clause, and audit requests are satisfied in the first instance by written responses and available certifications or summaries. Where you reasonably demonstrate these are insufficient to meet a requirement of UK GDPR or the ICO, we will additionally allow for and contribute to one audit (including, where strictly necessary, an inspection, conducted remotely where reasonably practicable) in any 12-month period, conducted by you or an auditor you mandate, on at least 30 days' written notice, during business hours, at your cost including our time at our standard rates, subject to confidentiality undertakings, and never extending to source code, our other clients' data or information about other clients' engagements.

6.7Everything outside our processor role is yours: your lawful basis, your privacy notices, your data subject requests, your marketing compliance (including PECR), your retention decisions, your staff's use of the platform, and the security of your own credentials and devices (clause 5.3). We are not responsible for any fine, claim or loss arising from your obligations as controller.

6.8We act as an independent controller of business contact details and billing information relating to you and your personnel, used to manage our relationship with you, and of the minimal records we retain under clause 8.4 for legal, accounting and dispute-management purposes.

7.1Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

7.2Subject to clause 7.1, we are not liable (in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise) for: loss of profit, revenue, business, contracts, goodwill or anticipated savings; business interruption; loss or corruption of data or software (our sole obligation for loss or corruption of platform data caused by us is to use reasonable efforts to restore it from the most recent available backup; keeping independent copies of anything critical remains your responsibility under clause 5.5); any fine or penalty imposed on you by a regulator, or any compensation or contribution referable to your own breach of UK data protection law or your obligations as controller; losses caused by third-party providers (clause 2.3 applies to third-party providers) or by events outside our reasonable control; losses caused by your instructions, your materials, your staff or your failure to meet these terms; or any indirect or consequential loss.

7.3Subject to clauses 7.1 and 7.2, our total aggregate liability for all claims arising in any 12-month period is capped at the greater of: (a) the total fees you actually paid us for the Service to which the claim most closely relates in the 12 months immediately before the first event giving rise to a claim; and (b) £5,000. This cap applies to every claim of any kind between you and us, however arising, including claims for compensation, contribution or indemnity under Article 82 UK GDPR, the Data Protection Act 2018 or the Civil Liability (Contribution) Act 1978, to the fullest extent permitted by law. It does not limit any sum payable by you to us under clause 7.5.

7.4This cap reflects the pricing of the Services: fees are set on the basis that you retain the risks above. If you need us to carry more risk, ask; we can agree a signed contract with different pricing and a higher cap.

7.5You will indemnify us, on demand and in full, against all claims, losses, fines, penalties, regulatory action, compensation, contribution claims and costs (including legal costs) brought against or incurred by us by any third party (including your customers, staff, data subjects, a buyer of your business, or any regulator) to the extent arising from: Client Materials; your use or your users' use of the Services; your instructions; your breach of these terms (including clauses 5 and 6); or your breach of your obligations as controller under UK data protection law, including any claim under Article 82 UK GDPR to the extent the damage is attributable to you.

7.6We have no liability for any claim unless you notify us of it in writing, with reasonable detail of the events and the loss claimed, within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Compliance with this clause is a condition precedent to our liability.

8.1Recurring Services continue month to month. Either party may end any Service, or the whole engagement, on 30 days' written notice (email is fine).

8.2We may end the engagement immediately by written notice if: any amount remains unpaid 14 days after a reminder; you breach clause 4 (our property), clause 5.4 (acceptable use) or clause 9 (non-solicitation) in any way; you suffer an insolvency event; or you use the Services unlawfully or in a way that risks harm to us, our infrastructure or other clients.

8.3On termination for any reason: your licence and platform access end; all fees accrued to the termination date fall due immediately; and, where you terminate under clause 8.1, fees for the remainder of your 30-day notice period also fall due (we will continue providing the Services during that period unless you ask us to stop). Clauses 1.3 to 1.5, 2.2, 2.3, 2.6 to 2.11, 3 (in respect of accrued fees, interest and compensation), 4, 5, 6, 7, this clause 8.3, clause 8.4, and clauses 9, 10 and 11 survive termination, together with any other clause which by its nature should survive.

8.4On or after termination we will, at your written choice made within 30 days, either delete the personal data we process for you or provide one export of it in a commonly used machine-readable format (such as CSV or JSON), in each case whether or not your account is paid up, unless law requires storage; if you make no choice within 30 days, you instruct us to delete it. If your account is fully paid, we will also make your wider platform data available for export in the same formats for 30 days after termination. Exports contain your data records only, and never include source code, database schema, configuration or any Platform Materials; additional export assistance, migrations or custom formats are chargeable as ad hoc work. After the 30-day period (or, where you chose an export, once that export has been provided if later) we delete your data, except minimal records we retain as an independent controller for legal and accounting purposes (clause 6.8).

9.1During the engagement and for 12 months after it ends, you will not, without our prior written consent, directly or indirectly solicit, engage or employ (whether as employee, worker, consultant or contractor, or through any company, agency or intermediary) any person who worked on your Services as our employee or subcontractor. We will not unreasonably withhold consent, but our consent is conditional on payment of an introduction fee of 25% of the person's total first-year remuneration in the new role. This fee is the agreed price for releasing that person from this clause; it reflects our legitimate interest in a stable team and the market cost of recruiting and training a replacement, and is not a penalty. This clause does not apply where the person responds, unsolicited, to a genuinely public advertisement not targeted at them.

10.1Entire agreement. These terms, together with any written quote or order we confirm, are the entire agreement for the Services and supersede all prior discussions and statements. Each party agrees that it has not relied on, and has no remedy in respect of, any statement, representation or assurance not set out in them, and that its only remedy in respect of any statement set out in them is for breach of contract. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation. Case studies and figures on ajbury.com describe specific past engagements and are not a representation about the results of your Services.

10.2Changes. We may update these terms by giving you at least 30 days' written notice (email is fine) with a link to the new version. The new version applies from the date stated in the notice; your continued use of the Services after that date is acceptance of it. If you do not accept a change, you may terminate under clause 8 within 14 days of our notice, and the change will not apply during your notice period. Changes to fees are made only under clause 3.6, not under this clause. Each version of these terms is numbered and dated, and we keep copies of all previous versions, available on request.

10.3Assignment. You may not assign or transfer your rights without our written consent (see also clause 4.6). We may assign or novate to a successor or group company on notice to you.

10.4Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding your payment obligations).

10.5Notices. Written notice may be given by email: to us at alex@ajbury.com; to you at the address you gave us. An emailed notice is deemed received at 9am on the next business day after sending, absent a delivery failure.

10.6No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship. We act as an independent contractor.

10.7Third parties. No one other than you and AJBC has any rights under these terms (Contracts (Rights of Third Parties) Act 1999).

10.8Severability. If any part of these terms is found unenforceable, it is deemed modified to the minimum extent necessary to make it enforceable, and the rest is unaffected.

10.9Confidentiality. Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement. This does not apply to information that is or becomes public other than through breach, was already lawfully known, is independently developed, or must be disclosed by law or a regulator. This clause does not restrict our rights under clauses 4.9 and 4.10, and it continues for 3 years after the engagement ends.

10.10Variation and waiver. Other than updates we make under clause 10.2 and fee changes we make under clause 3.6, no addition to, variation of, or replacement of these terms (including any terms you send us, whenever sent) is binding unless expressly accepted in writing signed by a director of AJBC. Our continued performance, silence, or acceptance of payment after receiving any purported rejection of these terms or any alternative terms is not acceptance of them. If you reject these terms after having accepted them, your only option is to stop using the Services and terminate under clause 8; if you have not yet accepted them, clause 1.2 applies and you must not instruct us, pay or use the Services. No failure or delay by either party in exercising any right is a waiver of it, and no single or partial exercise prevents further exercise.

10.11Law and courts. These terms and any dispute (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

11.1The content of ajbury.com is general information, not advice, and may change at any time. Case studies and figures reflect specific engagements; results vary (see clause 10.1). All site content and branding belong to AJBC and may not be reused without permission.