These Terms and Conditions of Service, including the Data Processing Schedule, form a legally binding agreement between WEBARTS and the Client identified in the applicable Offer, online form, quotation, proposal, order form or statement of work.
The Client must read these Terms before accepting them. By actively selecting the acceptance checkbox linked to the applicable Offer and submitting the relevant electronic form or order, the Client confirms that it has had access to the applicable Terms Version and agrees to be legally bound by that Terms Version, the Offer and any incorporated schedules.
The person completing the acceptance process confirms that he or she is authorised to act for the Client. The Parties agree that the electronic acceptance record may evidence the Client’s consent and authority and shall not be denied legal effect or admissibility solely because it is in electronic form.
The Client should not select the acceptance checkbox or submit the electronic form unless it agrees to be bound by the Agreement.
This Agreement is entered into between WEBARTS LTD, a private company limited by shares duly incorporated and existing under the laws of the Republic of Cyprus under registration number HE 239427, with business contact address at 10 Delfon Street, Office 101, 1101 Nicosia, Cyprus and email address info@webarts.com.cy, hereinafter referred to as “WEBARTS”; and the person, company, partnership or other legal entity whose details are entered in the relevant online form, Offer, quotation, proposal, order form or statement of work, hereinafter referred to as the “Client”.
WEBARTS and the Client are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
The Parties therefore agree as follows:
1.1. In this Agreement, unless the context otherwise requires:
“Acceptance” means the Client’s approval or deemed approval of a Deliverable under Clause 10.
“Agreement” means these Terms and Conditions, the applicable Offer, the Data Processing Schedule, any service schedule expressly incorporated into the Offer, any accepted Change Order and the electronic record evidencing the Client’s acceptance.
“Applicable Data Protection Law” means, to the extent applicable to the relevant Processing, Regulation (EU) 2016/679, the General Data Protection Regulation; the Protection of Natural Persons with regard to the Processing of Personal Data and the Free Movement of such Data Law 125(I)/2018 of the Republic of Cyprus, applicable legislation concerning electronic communications, cookies and direct marketing; the United Kingdom GDPR and Data Protection Act 2018 where applicable; and any binding legislation amending, replacing or supplementing them.
“Applicable AI Law” means Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence, together with any binding implementing, delegated or replacement legislation applicable to the relevant Services or use of an artificial-intelligence system.
“Applicable Law” means any law, regulation, binding code, court order, regulatory requirement or lawful direction applicable to a Party, the Services, a Deliverable or the Client’s use of the Services.
“Background Technology” means any software, source code, framework, template, system, design component, library, process, method, tool, documentation, model configuration, prompt structure, know-how or other material owned, licensed, developed or used by WEBARTS independently of the particular Services supplied to the Client.
“Business Day” means a day other than a Saturday, Sunday or public holiday in the Republic of Cyprus.
“Change Order” means a written or electronically accepted agreement varying the Services, Deliverables, scope, assumptions, Fees or timetable.
“Client Account” means any domain, website, hosting, advertising, social-media, analytics, customer-relationship-management, email, marketplace, cloud, payment, software or other account belonging to or operated for the Client.
“Client Materials” means all information, content, data, text, claims, instructions, photographs, graphics, logos, trade marks, videos, databases, contact lists, advertisements, testimonials, product information and other materials supplied or approved by the Client.
“Confidential Information” means any technical, commercial, financial, strategic or other non-public information disclosed by one Party to the other in connection with the Agreement.
“Data Processing Schedule” means the schedule attached to this Agreement regulating the Processing of Personal Data by WEBARTS on behalf of the Client.
“Deliverable” means any website, design, campaign, advertisement, content item, report, software configuration, chatbot, artificial-intelligence solution, automation, document or other output expressly identified as a deliverable in an Offer.
“Digital Marketing Services” means search engine optimisation, paid advertising, social-media management, content creation, email marketing, analytics, reporting, campaign management, strategy and related marketing services.
“Fees” means all fees, charges, expenses, subscriptions and other amounts payable by the Client under the Agreement.
“Intellectual Property Rights” means copyrights, database rights, design rights, trade marks, patents, domain-name rights, rights in software, trade secrets, know-how and all other intellectual or industrial property rights, whether registered or unregistered.
“Integration Services” means the design, development, configuration or maintenance by WEBARTS of any interface, middleware, API connection, automated data feed, synchronisation process or data-syndication mechanism connecting the Website or a Client system to a Third-Party Service, platform, customer-relationship-management system, marketplace or external portal.
“Monthly Retainer Fee” means the recurring monthly fee stated in the Offer for Ongoing Monthly Digital Marketing Services, covering the agreed Scope of Services for the relevant month, exclusive of advertising spend, third-party costs and additional work.
“Offer” means any quotation, commercial proposal, order form, statement of work or similar document issued by WEBARTS and accepted by the Client.
“Offer Date” means the date on which the relevant Offer is issued by WEBARTS, as stated on the Offer.
“One-Off Deliverable” means a Deliverable supplied on a non-recurring basis which does not form part of a staged Website design and development project subject to Clause 17.2, including a standalone campaign, content package, report, design item, automation, integration or configuration identified as such in the Offer.
“Ongoing Monthly Digital Marketing Services” means Digital Marketing Services provided on a continuing monthly basis for a Monthly Retainer Fee, as distinct from a One-Off Deliverable or from annual Hosting, Support and Maintenance Services.
“Terms Version” means the version of these Terms and Conditions identified by its version date and stated in or linked to the relevant Offer.
“Personal Data”, “Controller”, “Processor”, “Data Subject”, “Personal Data Breach” and “Processing” shall have the meanings assigned to them under Applicable Data Protection Law.
“Scope of Services” means, in relation to Ongoing Monthly Digital Marketing Services, the monthly deliverables and, where applicable, the allocated monthly account hours identified in the Offer, as further described in Clause 9.1.
“Services” means the services identified in the relevant Offer and may include website design and development, e-commerce development, hosting, maintenance, support, search engine optimisation, digital advertising, social-media management, content creation, email marketing, artificial-intelligence services, automation, analytics, consultancy, custom software, integration and application-programming-interface (API) development, data migration, data-feed and syndication services, membership and user-account portals, brand and creative design, and related services.
“Third-Party Service” means any hosting provider, cloud provider, software, plugin, platform, application, API, advertising platform, social-media platform, search engine, artificial-intelligence model or other product or service supplied by a third party.
“Website” means any website, online shop, portal, landing page, application or web-based system designed, developed, hosted, supported or maintained by WEBARTS.
1.2. Headings are used for convenience and shall not affect interpretation. References to legislation include amendments, consolidations and replacement legislation. Words in the singular include the plural and vice versa. The words “including” and “in particular” are illustrative and do not limit the general meaning of the preceding wording.
2.1. This Agreement becomes binding when the Client actively selects the electronic acceptance box and submits the relevant online form, Offer, order or service request. WEBARTS may also require payment of an initial invoice before commencing the Services, but payment is not required for the online acceptance itself to be binding unless the Offer expressly states otherwise.
2.2. By completing the online acceptance process, the Client confirms that it has been provided with access to this Agreement and accepts the Terms Version identified in the relevant Offer and in force on the Offer Date. That Terms Version shall govern the relevant Offer notwithstanding any subsequent amendment, replacement or publication of different terms at WEBARTS’ website, except where an amendment is subsequently agreed or becomes applicable in accordance with Clause 37.
2.3. The person accepting the Agreement for a company, partnership, organisation or other legal entity represents and warrants that he or she has authority to bind that entity. WEBARTS may rely upon that representation unless it receives written notice to the contrary before acceptance.
2.4. WEBARTS may retain electronic records reasonably evidencing acceptance, including the Client’s submitted details, the name and position of the person accepting, the date and time, the version of the Agreement, the Offer Date and the Terms Version applicable to that Offer; the email address or user account used, the acceptance confirmation and, where lawfully recorded, the internet-protocol address and device or browser information.
2.5. The Client agrees that those records may be relied upon as evidence of the Client’s identity, authority, acceptance, the applicable contractual version and the time and manner in which the Agreement was concluded.
2.6. Neither Party shall challenge the validity, enforceability or admissibility of this Agreement solely because it was concluded, accepted, delivered, stored or evidenced electronically, because acceptance was given by selecting an online checkbox or because the Parties did not sign the same physical document.
2.7. A revised Offer or Change Order may be accepted through an electronic acceptance box, email confirmation, an electronic-signature platform, payment of the relevant invoice or another electronic act clearly demonstrating acceptance. It shall supplement or vary this Agreement only in relation to the matters expressly addressed in it.
2.8. This Agreement is intended for Clients acquiring the Services in connection with their trade, business, craft or profession. By accepting it, the Client confirms that it acts as a business and not as a consumer. A person intending to acquire the Services wholly or mainly for purposes outside a trade or profession must notify WEBARTS before accepting this Agreement. Any mandatory consumer rights which cannot lawfully be excluded shall remain unaffected.
2.9. Before electronic submission, the Client shall be given a reasonable opportunity to review the Offer and information entered in the acceptance process and to correct input errors. WEBARTS shall retain or otherwise be able to reproduce the electronic acceptance record and the applicable Terms Version and shall, without undue delay after acceptance, make available to the Client an electronic confirmation together with a copy of, or a durable link enabling the Client to download and retain, the accepted contractual documents.
3.1. The Services, Deliverables, Fees, timetable, billing arrangements, service period and any special commercial terms shall be stated in the applicable Offer. Every accepted Offer forms an integral part of this Agreement.
3.2. In the event of inconsistency, the Data Processing Schedule shall prevail in relation to the Processing of Personal Data, followed by an accepted Change Order, the specific commercial terms expressly stated in the applicable Offer, any applicable service schedule and these general Terms. The commercial summary contained in an Offer is intended to summarise and, where expressly stated, supplement the applicable commercial terms of this Agreement. Where the Offer expressly specifies a different payment schedule, notice period, service term, scope or Fee, the Offer shall prevail in respect of that specific matter.
3.3. The Offer should identify, where relevant, the number of pages, templates, campaigns or content items; material technical requirements; included integrations; revision allowance; Client dependencies; estimated milestones; recurring charges; advertising budget; third-party costs; support period and expressly excluded services.
3.4. Any service, feature, function, integration, revision or Deliverable not expressly included in the Offer is outside the agreed scope and may be treated as additional work.
4.1. WEBARTS shall provide the Services with reasonable professional care and skill and substantially in accordance with the material specifications expressly stated in the Offer.
4.2. WEBARTS may make reasonable operational or technical changes to the manner in which the Services are delivered, provided that the changes do not materially reduce the principal functionality or value of the Services.
4.3. WEBARTS may use suitably qualified employees, contractors, specialists and Third-Party Services. WEBARTS remains responsible for the performance of its express contractual obligations, subject to the limitations and exclusions contained in this Agreement.
4.4. Unless expressly included in the Offer, the Services do not include legal, tax, accounting or regulatory advice, formal accessibility certification, penetration testing or cybersecurity certification, continuous monitoring; disaster recovery; professional translation; unlimited revisions; independent verification of Client Materials; or sector-specific regulatory approval.
4.5. WEBARTS may recommend additional work where it identifies a technical, security, accessibility, marketing, data-protection or operational issue outside the agreed scope. No additional Fees shall be incurred without Client approval, except for urgent work reasonably necessary to prevent material security harm where the Client cannot be contacted.
5.1. The Client shall cooperate reasonably and in good faith and shall provide complete and accurate instructions, Client Materials, system access, approvals and other assistance within the time reasonably requested by WEBARTS.
5.2. The Client shall appoint an authorised representative to provide instructions, request changes, approve Deliverables, campaigns and content and receive notices and invoices. WEBARTS may rely upon communications from that representative or another person whom WEBARTS reasonably believes to be authorised.
5.3. The Client is responsible for the legality, accuracy and completeness of its business information, products, services, prices, promotions, instructions and Client Materials and for notifying WEBARTS of any sector-specific law or regulatory requirement affecting the Services.
5.4. The Client shall promptly notify WEBARTS of any material error in information previously supplied, any change in its products, prices, licences or regulatory status, any relevant complaint or claim, any suspected compromise of credentials and any matter likely to affect the lawful or secure provision of the Services.
5.5. The Client shall maintain appropriate security for its systems, devices, Client Accounts and users, provide only the access reasonably necessary for the Services and promptly remove access when it is no longer required.
5.6. Delay by the Client in providing information, access, content, approval or payment shall extend WEBARTS’ corresponding delivery period. WEBARTS may reschedule personnel and charge reasonable additional work caused by the delay.
6.1. Where website design or development is included, WEBARTS shall design and develop the Website in accordance with the material specifications stated in the Offer.
6.2. The project may include discovery, design screens or prototypes, Client review, development, content insertion, integrations, testing, Acceptance and launch. Design screens and prototypes demonstrate the proposed visual direction and structure and may not include final content or complete functionality.
6.3. Once the Client approves the principal design direction, WEBARTS may proceed with development. A later request materially altering an approved design, structure or function may constitute additional work.
6.4. Unless otherwise stated in the Offer, the agreed Fee includes up to two consolidated revision rounds during the design stage and one consolidated revision round following presentation of the developed Website. A revision must remain within the original specifications and does not include a new feature, integration, language, additional pages, material redesign or change in the Client’s business model.
6.5. WEBARTS shall use reasonable efforts to support the current versions of commonly used browsers and devices at the time of development but does not guarantee identical operation or appearance across every browser, device, operating system, screen size or future version.
6.6. Unless expressly agreed, WEBARTS does not guarantee any particular loading speed, search ranking, traffic, sales, conversion rate or commercial result.
6.7. WEBARTS may use open-source software, themes, plugins, APIs, code libraries and other Third-Party Services. They remain subject to their respective licence terms, technical limitations, pricing and continued availability.
6.8. WEBARTS is not responsible for a malfunction caused by a Client or third-party modification, unsupported or outdated software, failure to renew a required licence, malware introduced through Client systems or credentials, an external hosting environment, misuse contrary to instructions or a Third-Party Service outside WEBARTS’ reasonable control.
6.9. Unless support or maintenance is purchased, the Client assumes responsibility for operating and maintaining the Website following Acceptance and expiry of the correction period under Clause 10.
6.10. Unless content preparation is expressly included in the Offer, the Client shall be responsible for providing the final Website content and shall provide it within twenty-one (21) calendar days from commencement of the project or, where reasonably required for development, by such earlier milestone as has been communicated by WEBARTS. Any delay in providing the required content shall automatically extend the corresponding project milestones and delivery timetable in accordance with Clause 11.
7.1. Where hosting is included, WEBARTS shall provide or arrange hosting directly or through a reputable Third-Party Service. The applicable plan, storage, bandwidth, usage limits, backup arrangements and service parameters may be specified in the Offer.
7.2. WEBARTS may access a Website hosted or administered by it where reasonably necessary to maintain, secure, update, diagnose or operate the Website and hosting environment.
7.3. The Client acknowledges that hosting and internet services may occasionally be interrupted by maintenance, security measures, cyber incidents, supplier outages, software updates, internet or telecommunications failures or circumstances outside WEBARTS’ reasonable control. WEBARTS shall use reasonable efforts to minimise material disruption but does not guarantee uninterrupted or error-free hosting unless a specific written service level has been agreed.
7.4. The Client shall not use hosting for unlawful activity, fraud, malicious software, infringement, unauthorised access, unlawful unsolicited communications or activity creating an unreasonable technical, security or reputational risk.
7.5. WEBARTS may temporarily restrict or suspend hosting where reasonably necessary to protect the Client, WEBARTS, other customers, the infrastructure or a third party; address a security threat; investigate suspected abuse; comply with Applicable Law; or follow a lawful direction from a provider or authority.
7.6. Where reasonably practicable, WEBARTS shall notify the Client before suspension and allow a reasonable opportunity to address the issue. Immediate suspension is permitted where delay would create material risk.
7.7. Where the Website is hosted by the Client or another provider, WEBARTS is not responsible for server performance, availability, configuration, backups, security or software compatibility. Additional work caused by that environment may be charged separately.
8.1. Where support and maintenance are included, the Offer shall identify the included services, allowance, support channel, support hours, renewal period and Fees.
8.2. Standard maintenance may include reasonable content-management-system and plugin updates, security updates, basic technical support, monitoring of material operational issues and backup management where expressly included.
8.3. Standard maintenance does not include new functionality, redesign, new integrations, major-version redevelopment, replacement of abandoned software, content creation, malware remediation caused by Client systems or credentials, rectification of unauthorised third-party changes or work exceeding the agreed allowance.
8.4. WEBARTS may postpone or stage an update where immediate installation could reasonably create instability, incompatibility or security risk. WEBARTS does not control whether third-party developers continue to support their software.
8.5. WEBARTS’ standard maintenance service is intended to support a Website for an initial period of up to three years after launch, subject to continued payment, availability of supported software, technical maintainability and the absence of unauthorised modifications.
8.6. At or before the end of that period, WEBARTS may assess the Website and recommend continuation of standard maintenance, enhanced maintenance, replacement of unsupported components, redevelopment or redesign. Additional work shall be discussed and approved before commencement.
8.7. WEBARTS may provide updates after the initial three-year period where technically and commercially reasonable but does not guarantee that an older Website can continue to receive all updates without redevelopment.
8.8. WEBARTS shall normally have priority to perform new tasks relating to a Website which it hosts or maintains. The Client remains free to appoint another provider, but WEBARTS is not responsible for defects, instability, delay, security incidents or performance problems caused by that provider.
9.1. Where Digital Marketing Services are included, WEBARTS shall provide the monthly deliverables and, where applicable, the allocated account hours identified in the Offer, together constituting the Scope of Services. The Scope of Services may include search engine optimisation, social-media management, paid advertising, content creation, email marketing, analytics, reporting, strategy and other activities expressly stated in the Offer.
9.2. The Client acknowledges that marketing performance depends upon matters outside WEBARTS’ complete control, including market conditions, competition, the Client’s products, prices, reputation and sales process, the available budget, consumer behaviour, platform policies, algorithm changes, account status, Client approvals and Website performance.
9.3. WEBARTS shall exercise reasonable professional judgment but does not guarantee any particular ranking, reach, number or quality of leads, sales, conversion rate, return on advertising spend, revenue or other commercial result.
9.4. WEBARTS is not responsible for exclusion, suspension or restriction by a search engine, social-media or advertising platform; traffic, ranking or indexing changes caused by algorithms or penalties; third-party comments; advertisement rejection; account-verification requirements; click fraud outside WEBARTS’ reasonable control; or links and activities arranged by the Client without consultation.
9.5. The Client shall provide accurate and current information regarding its products, services, prices, promotions, licences, legal disclosures and target markets. Unless legal or regulatory review is expressly included, the Client remains responsible for the legality and substantiation of its claims, offers, promotions and regulated content.
9.6. WEBARTS may decline, pause, amend or remove content or a campaign where it reasonably considers that the material may be unlawful, materially misleading, infringing, contrary to platform rules or likely to create material legal, regulatory, security or reputational risk.
9.7. Unless otherwise agreed, the Client shall review proposed marketing content within three Business Days. WEBARTS may publish routine content without separate approval only where the Client has expressly authorised it and the content falls within an approved content plan or brand framework.
9.8. Material product claims, regulated claims, pricing statements, promotions, competitions and legally significant content require Client approval before publication. By approving content, the Client confirms that the factual information is accurate, claims can be substantiated, rights and licences exist and required disclosures have been provided.
9.9. WEBARTS shall correct within a reasonable period a typographical or production error introduced by WEBARTS. WEBARTS is not responsible for an error contained in information supplied or approved by the Client, except to the extent that WEBARTS materially altered the approved information.
9.10. The Client shall promptly notify WEBARTS if approved or published content becomes inaccurate, outdated or unlawful due to a change in circumstances.
9.11. Where the Client fails to provide a response or approval within the applicable timeframe, WEBARTS may, after giving written or electronic notice to the Client, proceed with routine scheduled monthly deliverables which are consistent with the approved Scope of Services, content plan, brand guidelines and previously approved approach. WEBARTS shall not rely on this Clause to publish a new regulated claim, materially change an approved price or promotion, materially increase an authorised advertising budget or publish other legally significant content which expressly requires Client approval under Clause 9.8.
9.12. A material reduction requested by the Client in the agreed monthly deliverables, allocated account hours or recurring Scope of Services shall be treated as a partial termination of the affected Services and shall be subject to the same notice period applicable to termination of the relevant recurring Service, unless WEBARTS expressly agrees otherwise in writing. The existing Monthly Retainer Fee shall remain payable during that notice period.
9.13. Where the time reasonably required to provide the Client’s requested Services exceeds the allocated monthly account hours by more than twenty per cent (20%) for two consecutive months, or for any three months within a rolling six-month period, WEBARTS may propose an appropriate adjustment to the Scope of Services, allocated hours and Monthly Retainer Fee. Any adjustment to the recurring Monthly Retainer Fee shall take effect only through a written or electronically accepted amendment or Change Order. Until such adjustment is agreed, WEBARTS shall not be required to provide Services exceeding the agreed Scope of Services or allocated account hours, and any additional work approved by the Client may be charged at WEBARTS’ prevailing hourly rate.
10.1. WEBARTS shall notify the Client when a Deliverable is ready for review. The Client shall review it within five Business Days or such other period stated in the Offer.
10.2. If the Client considers that the Deliverable materially fails to comply with the agreed specifications, it shall provide written notice identifying the specific non-conformity, the relevant specification and sufficient information for WEBARTS to assess or reproduce the issue.
10.3. General dissatisfaction without identification of a material non-conformity does not constitute valid rejection.
10.4. A Deliverable is deemed accepted where the Client confirms approval, does not submit a valid rejection within the review period, launches or commercially uses it, instructs WEBARTS to proceed to the next stage or prevents completion through prolonged inactivity after the Deliverable has been made available.
10.5. Minor defects which do not materially prevent the intended use of a Deliverable do not prevent Acceptance.
10.6. Where a material defect for which WEBARTS is responsible is validly reported, WEBARTS shall have a reasonable opportunity to investigate and, at its option, correct the defect, re-perform the affected Service or provide a reasonable workaround. Correction or re-performance is the Client’s primary remedy for a correctable defect.
10.7. Unless another period is stated in the Offer, WEBARTS shall correct reproducible material defects reported within thirty days after launch of a Website where the defect concerns functionality included in the Offer, existed at launch and was not caused by the Client, another provider or a Third-Party Service.
10.8. A request based upon a new requirement, change of preference, new software version or third-party modification is not defect correction and may be charged as additional work.
11.1. Any timetable is based upon the information and assumptions available when the Offer is issued and upon timely Client cooperation. Unless expressly identified as fixed, delivery dates are reasonable estimates and time is not of the essence.
11.2. Where information, access or approval remains outstanding for ten Business Days after being requested, WEBARTS may pause the affected work, revise the timetable, invoice completed work and reallocate production capacity.
11.3. Where the Client fails to respond to a material review, approval or information request for forty (40) consecutive calendar days, WEBARTS may suspend and classify the project as dormant. Reactivation of a dormant project may be subject to the reactivation fee stated in the applicable Offer or otherwise agreed in writing or electronically before reactivation. If the inactivity continues for sixty (60) consecutive calendar days, WEBARTS may, after giving seven (7) days’ written notice, close the project and invoice all completed work, reserved capacity and non-cancellable costs.
11.4. Any Service, deliverable, revision, task or account time exceeding the agreed Scope of Services shall constitute additional work. WEBARTS shall notify the Client where reasonably practicable before undertaking material additional work. Such additional work must be agreed in writing or electronically and shall be charged at the rate stated in the Offer or, where no rate is stated, at WEBARTS’ prevailing hourly rate at the time the additional work is performed.
11.5. WEBARTS shall not unreasonably refuse to provide an estimate before commencing material additional work.
12.1. Advertising spend, platform fees, domains, licences, stock materials, subscriptions and other third-party costs are separate from WEBARTS’ management Fees unless expressly included in the Offer.
12.2. The Client shall provide sufficient cleared funds before WEBARTS is required to place or continue paid advertising or incur a third-party cost. WEBARTS is not required to finance advertising, subscriptions or external expenses for the Client.
12.3. Where WEBARTS agrees to incur a cost on the Client’s behalf, the Client shall prepay the estimated amount and reimburse any reasonable additional amount actually incurred. Third-party costs are non-refundable once committed.
12.4. Third-party prices, taxes, exchange rates, policies and charging methods may change without notice. WEBARTS is not responsible for charges made directly by a platform to the Client’s payment method.
12.5. Where reasonably practicable, advertising and social-media accounts shall be maintained in the Client’s name. The Client remains responsible for compliance with the terms and policies applicable to each Client Account.
13.1. Where WEBARTS provides email marketing, audience management, analytics, cookies, pixels or other tracking technologies, the Client remains responsible for determining the lawful basis for Processing, providing compliant privacy information, obtaining required consent, maintaining appropriate consent records and honouring objections and opt-out requests.
13.2. The Client warrants that any contact list supplied to WEBARTS was lawfully collected and may lawfully be used for the intended purpose. The Client shall not instruct WEBARTS to use purchased, scraped or unlawfully obtained lists.
13.3. WEBARTS may provide technical implementation and operational assistance but is not providing legal advice unless legal review is expressly included in the Offer.
13.4. WEBARTS may suspend an email, tracking or audience activity where it reasonably suspects material non-compliance with Applicable Data Protection Law or electronic-communications legislation.
14.1. Where the Offer includes an artificial-intelligence system, chatbot, automated assistant, generative-content service, lead-qualification system or related automation, this Clause applies.
14.2. The Client acknowledges that artificial-intelligence systems operate probabilistically, depend upon the information and instructions supplied to them and may occasionally produce inaccurate, incomplete, unexpected, biased or inappropriate output.
14.3. WEBARTS shall configure and provide the agreed artificial-intelligence Services with reasonable professional care but does not guarantee complete accuracy, absence of errors or hallucinations, continuous availability, suitability for every use, achievement of a commercial result or replacement of appropriate professional or human judgment.
14.4. Unless expressly agreed otherwise, artificial-intelligence output is draft or support material requiring appropriate Client review before reliance for a material decision, professional advice, publication or external communication.
14.5. The Client is responsible for maintaining the accuracy of any knowledge base, reviewing material output, appointing appropriate persons for human oversight, training users and satisfying transparency, disclosure, record-keeping or other obligations applicable to its use.
14.6. The Client shall not use the artificial-intelligence Services for a prohibited practice under Applicable AI Law or to make decisions producing legal or similarly significant effects concerning individuals without meaningful human review.
14.7. Unless expressly agreed following a separate legal, technical and risk assessment, the artificial-intelligence Services shall not be used to determine access to employment, credit, insurance, education, essential services or medical treatment; for biometric identification or categorisation; to provide personalised legal, medical, investment or financial advice; or to process special-category or highly sensitive Personal Data.
14.8. WEBARTS may use Third-Party Services and model providers. Their availability, functionality, behaviour, pricing and data-handling practices may change. WEBARTS is responsible for exercising reasonable care in selecting and configuring them but is not responsible for matters outside its reasonable control.
14.9. WEBARTS may suspend an artificial-intelligence function where reasonably necessary to address unlawful use, a security issue, a provider restriction, a regulatory requirement or material risk to an individual or either Party.
14.10. Each Party shall comply with the transparency, disclosure, marking and labelling obligations under Applicable AI Law that apply to its actual role in relation to the relevant artificial-intelligence system or output. Without limiting any obligation applying directly to WEBARTS, the Client shall ensure that notices or disclosures required in connection with the Client’s deployment, publication or use of artificial-intelligence systems or AI-generated or AI-manipulated content are provided where they fall within the Client’s responsibility, and the Client shall not remove or disable any legally required notice, label or technical marking implemented by WEBARTS or a Third-Party Service.
14.11. WEBARTS shall not use Client Materials, Client data or Personal Data processed on the Client’s behalf to train, fine-tune or otherwise improve a general-purpose artificial-intelligence model for the benefit of WEBARTS or any third party, except where expressly agreed in the Offer and permitted under Applicable Data Protection Law. WEBARTS may configure, adapt, index or fine-tune a model, knowledge base or retrieval system exclusively for the Client’s own artificial-intelligence Services, and may use aggregated, anonymised or statistical information which does not identify the Client or any individual to operate, secure and improve the Services.
14.12. The Client acknowledges that Third-Party Service and model providers apply their own terms regarding the use of submitted data. WEBARTS shall exercise reasonable care to select providers whose applicable terms do not permit the use of Client data for training a general-purpose model, and shall notify the Client where the agreed configuration requires otherwise, but WEBARTS is not responsible for a provider’s subsequent change to those terms outside WEBARTS’ reasonable control.
14.13. To the extent that Intellectual Property Rights in AI-generated output are capable of ownership and transfer, any such rights held by WEBARTS in output generated specifically for the Client as part of the Services shall pass to the Client upon full payment of the relevant Fees, subject to Clause 20 and any applicable Third-Party Service terms. This does not transfer any Background Technology, prompt structure, model configuration, third-party model, training corpus or underlying software. The Client acknowledges that artificial-intelligence output may not attract Intellectual Property Rights in every jurisdiction, may be similar or identical to output generated for another user and is not warranted by WEBARTS to be original or free from third-party rights. The Client shall apply appropriate review before using such output in a material publication, campaign, brand asset or commercial claim.
15.1. Unless expressly included in the Offer, WEBARTS does not provide a warranty or certification that a Website or Deliverable complies with a particular accessibility standard, industry code or sector-specific law.
15.2. The Client shall inform WEBARTS before acceptance of the Offer if it requires compliance with a particular accessibility standard, regulated-sector requirement or jurisdiction-specific technical standard. Any audit, remediation, certification or specialist review may be separately scoped and charged.
15.3. WEBARTS shall not be responsible for non-compliance caused by Client Materials, a Client or third-party modification, an unsupported Third-Party Service or a legal requirement not disclosed before the Offer.
16.1. The Services may depend upon hosting providers, content-management systems, plugins, advertising and social-media platforms, analytics providers, email providers, CRM systems, APIs, payment processors and artificial-intelligence models.
16.2. WEBARTS does not own or control Third-Party Services. They may change functionality, prices, terms, policies or availability; discontinue an integration; suspend an account; or experience an outage or security incident.
16.3. WEBARTS is not responsible for an act, omission, outage, policy, platform decision or technical failure of a Third-Party Service except to the extent that the loss was directly caused by WEBARTS’ failure to exercise reasonable care in selecting, configuring or managing that service within the agreed scope.
16.4. Where a Third-Party Service materially changes or becomes unavailable, WEBARTS may propose a replacement, alternative configuration, revised scope or termination of the affected Service. WEBARTS is not required to provide additional replacement work without charge where the event was outside its reasonable control.
16.5. The Client shall comply with all terms applying to Client Accounts and Third-Party Services used for its benefit.
16A.1. Where the Services include Integration Services, WEBARTS shall configure or develop the agreed interface, feed or synchronisation in accordance with the material specifications stated in the Offer and using reasonable professional care and skill.
16A.2. Integration Services depend upon the availability, functionality, data structure, access permissions, rate limits and continued support of the relevant Third-Party Service, API or platform, which are outside WEBARTS’ control. WEBARTS is not responsible for a change, deprecation, restriction, outage, pricing change or discontinuation of a third-party API or platform, or for a resulting interruption or failure of an integration, except to the extent directly caused by WEBARTS’ failure to exercise reasonable care within the agreed scope.
16A.3. Where an integration, feed or syndication mechanism transmits data (including Personal Data) to an external portal, marketplace, platform or other recipient at the Client’s request or in accordance with the Client’s configuration, the Client is responsible for ensuring that the instruction and intended disclosure are lawful and that any required notices, consents or other legal bases are in place. The data-protection role of each external recipient shall be determined by the actual Processing arrangements and Applicable Data Protection Law and may include acting as an independent Controller, Processor, Subprocessor or, where legally established, Joint Controller. WEBARTS is not responsible for the recipient’s acts or omissions except to the extent that WEBARTS is legally or contractually responsible for that recipient or has failed to comply with its own obligations under the Agreement.
16A.4. The Client shall maintain any account, credential, licence or subscription with the relevant Third-Party Service required for the integration to operate and shall comply with that service’s terms. Additional work required because a third party changes its API, data structure or terms may be treated as additional work under Clause 11.
17.1. The Client shall pay the Fees stated in the Offer together with applicable VAT.
17.2. Unless otherwise stated in the Offer, fifty per cent (50%) of the one-off Website design and development Fees shall be payable upon acceptance of the Offer and the remaining fifty per cent (50%) shall become payable when the Website is first delivered or otherwise made available to the Client for review. Full payment of all Website project Fees due at that stage shall be a condition precedent to the Website being launched, published or finally handed over to the Client.
17.3. Unless otherwise stated in the Offer, Fees for a One-Off Deliverable which does not form part of the staged Website development payment arrangement under Clause 17.2 shall be payable in full upon acceptance of the relevant Offer and before WEBARTS is required to commence or deliver that One-Off Deliverable.
17.4. Recurring Services shall be invoiced in advance in accordance with the Offer. Unless otherwise stated, Ongoing Monthly Digital Marketing Services shall be invoiced at the beginning of each calendar month, while annual Hosting and Maintenance Services shall be invoiced in advance for the applicable annual service period.
17.5. Unless another payment period is expressly stated in the Offer, every invoice shall be payable within fourteen (14) calendar days from the invoice date.
17.6. Payments shall be made in the invoiced currency, without set-off, deduction or counterclaim and free of bank charges. Where withholding is required by law, the Client shall provide the relevant official documentation and comply with any gross-up obligation expressly stated in the Offer.
17.7. The Client shall notify WEBARTS of a genuine invoice query within seven days of receipt, giving reasonable details. A query concerning part of an invoice does not relieve the Client from paying the undisputed part.
17.8. Failure to use a recurring Service does not remove the obligation to pay for the agreed period.
17.9. Deposits applied to work, reserved capacity or costs; Fees for completed Services; Fees for an elapsed subscription period; onboarding and setup Fees; advertising spend; licences; subscriptions and non-cancellable third-party costs are non-refundable.
17.10. WEBARTS does not guarantee a refund merely because the Client’s anticipated marketing, sales, operational or financial result was not achieved.
17.11. Nothing in this Clause prevents a reasonable refund or credit where WEBARTS agrees that a prepaid Service was not supplied because of WEBARTS’ uncured material breach.
18.1. Where an undisputed invoice is not paid by its due date, WEBARTS shall, to the extent applicable under the Cyprus Law on Combating Late Payment in Commercial Transactions, Law 123(I)/2012, be entitled, without further notice, to statutory late-payment interest calculated as simple interest at the applicable European Central Bank reference rate plus eight (8) percentage points, accruing from the day following the applicable payment due date until payment in full. WEBARTS shall also be entitled to the fixed recovery compensation of forty euro (EUR 40) in respect of each late payment and to any additional reasonable debt-recovery, collection and legal costs recoverable under Applicable Law.
18.2. Where an undisputed invoice remains unpaid for seven days after its due date, WEBARTS may give written notice requiring payment. If payment is not received within five Business Days after that notice, WEBARTS may suspend the affected Services until all overdue amounts are paid.
18.3. WEBARTS may suspend the affected Services without first following the notice procedure in Clause 18.2 where: (a) the Client has repeatedly failed to pay an invoice by its due date; (b) a payment method, direct debit or standing authority has failed and has not been replaced within a reasonable period after request; (c) the Client has stated, or its conduct reasonably indicates, that it does not intend to pay an undisputed amount; (d) continued performance would require WEBARTS to incur material third-party costs, advertising spend, licence fees or non-cancellable commitments while an undisputed amount remains outstanding; or (e) the Client is subject to insolvency, liquidation, receivership, administration or an analogous process, or a step is taken towards any of them. WEBARTS shall notify the Client of a suspension under this Clause as soon as reasonably practicable.
18.4. During suspension, project and campaign deadlines are extended, WEBARTS is not responsible for resulting interruption or performance loss and recurring Fees may continue where WEBARTS remains committed to infrastructure, licences or reserved capacity.
18.5. WEBARTS may charge a reasonable reactivation fee where technical or administrative work is required to restore the Services.
18.6. Subject to Clause 32.3, until all amounts properly due under the affected Offer are paid, WEBARTS may withhold launch, final Deliverables, editable source files, licences granted by WEBARTS, transfer of Intellectual Property Rights and migration or handover assistance.
18.7. Subject to Clause 32.3 and Applicable Law, WEBARTS shall not retain the Client’s pre-existing Client Materials or Client-owned accounts beyond what is reasonably necessary for security, evidential preservation, orderly handover or compliance with Applicable Law. Nothing in this Clause limits WEBARTS’ rights under Clause 18.6 in respect of WEBARTS Deliverables, editable source files, licences, Intellectual Property Rights or additional migration and handover services.
18.8. Suspension or termination does not prejudice WEBARTS’ right to commence debt-recovery proceedings or claim interest, recovery costs and any other amount properly due.
19.1. Annual Hosting, Support and Maintenance Services shall renew automatically for successive annual periods unless either Party gives the notice specified in the Offer or, where no different period is stated, not less than thirty (30) days’ written notice before the renewal date. Ongoing Monthly Digital Marketing Services shall continue until terminated in accordance with Clause 31.4, subject to any minimum term expressly stated in the Offer.
19.2. Non-use of the Services does not constitute cancellation. Cancellation must be communicated in writing or through a cancellation function expressly provided by WEBARTS.
19.3. WEBARTS may adjust recurring Fees on renewal or where a Third-Party Service materially changes its charges, Client usage exceeds the original assumptions, the support burden materially increases or a change is required by law, security or technical standards.
19.4. WEBARTS shall provide reasonable prior notice of a material price increase. Where the increase applies on renewal, the Client may elect not to renew by giving notice before the renewal date.
19.5. Renewal remains subject to payment of the applicable renewal invoice. WEBARTS may decline to renew a Service by providing reasonable notice.
20.1. Each Party retains ownership of all Intellectual Property Rights owned or controlled by it before the Agreement.
20.2. The Client retains ownership of the Client Materials and grants WEBARTS a non-exclusive licence to use, copy, adapt, host, display and process them solely as necessary to provide the Services.
20.3. WEBARTS retains ownership of all Background Technology, generic code, reusable components, templates, frameworks, libraries, development tools, systems, processes, methodologies, know-how, internal working files, model configurations, prompts, unselected concepts and improvements to them.
20.4. Upon full payment of all Fees relating to a Deliverable, WEBARTS grants the Client a perpetual, worldwide and non-exclusive licence to use, host, reproduce and modify any Background Technology incorporated in the final Deliverable, and to permit its employees, contractors and replacement service providers to do so, solely to the extent reasonably necessary to operate, maintain, support and modify that Deliverable for the Client’s business. This licence does not permit the Client or any third party to extract, separately exploit, sublicense, resell or commercialise the Background Technology independently of the Deliverable.
20.5. Where the Offer expressly states that ownership of bespoke final design elements or bespoke code passes to the Client, that transfer takes effect only after full payment and excludes Background Technology, Third-Party Services and material which WEBARTS is not legally entitled to transfer.
20.6. Unless expressly included, the Client is not entitled to WEBARTS’ internal working files, unused drafts, proprietary tools, generic source libraries, editable source files, licensed fonts, stock photographs, videos or other third-party materials.
20.7. Open-source software and Third-Party Services remain subject to their respective licences. The Client shall pay renewal or licence fees not expressly included in the Fees.
20.8. The Client shall not reverse engineer Background Technology except to the extent permitted by mandatory law, remove proprietary notices, separately resell Background Technology or use unpaid Deliverables.
20.9. WEBARTS may use general knowledge, experience, techniques and non-confidential know-how gained during the project, provided that it does not disclose Client Confidential Information.
21.1. Where practicable, domain names and Client Accounts shall be registered in the Client’s legal name. Where WEBARTS registers or administers an account for the Client, the Client shall supply accurate information and pay the applicable charges.
21.2. The Client remains responsible for renewals not expressly included, compliance with registrar or platform terms, maintaining current contact and payment details, controlling authorised users and informing WEBARTS when access should be removed.
21.3. WEBARTS is not responsible for loss or suspension of a domain or account caused by inaccurate Client information, Client non-payment, failure to renew, a registrar or platform decision, compromise of Client credentials or an instruction from a person whom WEBARTS could not reasonably identify as unauthorised.
21.4. Each Party shall take reasonable steps to protect credentials. The Client shall use strong passwords, enable multi-factor authentication where available, restrict access to authorised personnel and maintain secure devices and networks.
21.5. Unless a managed backup service is expressly included, the Client shall maintain independent copies of important content and data. Where backups are included, their frequency and retention shall be determined by the Offer or service description.
21.6. Backups are intended as a recovery measure and not as a permanent archive. WEBARTS does not guarantee recovery of every item unless a specific recovery commitment has been agreed.
22.1. The Client represents, warrants and undertakes that it is duly authorised to enter into this Agreement, shall comply with Applicable Law and shall use the Services only for lawful purposes.
22.2. The Client warrants that it owns or is validly licensed to use the Client Materials, that WEBARTS’ authorised use of them does not infringe any copyright, trade mark, design, privacy, personality or other third-party right and that all necessary licences, consents, permissions and releases have been obtained.
22.3. The Client warrants that Client Materials and approved content are not unlawful, defamatory, fraudulent, materially misleading or malicious and that product, pricing, promotional, testimonial and advertising claims supplied or approved by it are accurate and capable of substantiation.
22.4. The Client warrants that it holds all licences and authorisations required for its business and shall notify WEBARTS if any Client Material ceases to be accurate or lawful.
22.5. WEBARTS is not obliged to independently verify every Client Material but may refuse to publish or continue using material which it knows or reasonably suspects is unlawful, misleading or infringing.
23.1. The Client shall not use the Services for fraud, unlawful activity, infringement, malicious software, unauthorised access, unlawful Processing of Personal Data, impersonation, unlawful unsolicited communications, prohibited goods or services, discriminatory or manipulative practices, prohibited artificial-intelligence practices or activity materially threatening security or stability.
23.2. WEBARTS may remove or disable unlawful, infringing or dangerous material after receiving a credible notice or where otherwise reasonably necessary. Where appropriate, WEBARTS shall allow the Client a reasonable opportunity to respond before permanent removal.
23.3. WEBARTS may preserve relevant records and cooperate with courts, regulators, law-enforcement bodies and competent authorities where legally required.
24.1. Each Party shall keep the other Party’s Confidential Information confidential, use it only for the purposes of the Agreement and disclose it only to persons who reasonably require access and are subject to appropriate confidentiality obligations.
24.2. Confidential Information does not include information which is lawfully public, was lawfully known without restriction, is received lawfully from a third party, is independently developed without using the disclosing Party’s information or must be disclosed under Applicable Law.
24.3. Where disclosure is legally required, the receiving Party shall, where permitted, provide reasonable prior notice.
24.4. WEBARTS may disclose Client Confidential Information to employees, contractors, professional advisers and service providers where reasonably necessary to provide the Services and shall impose appropriate confidentiality obligations.
24.5. This Clause continues for five years after termination. Trade secrets and Personal Data remain protected for so long as required by their nature or Applicable Law.
25.1. Unless the Client opts out in the Offer or subsequently gives WEBARTS written notice, WEBARTS may identify the Client as a customer, display its name and logo, link to a publicly launched Website, display non-confidential screenshots and provide a general description of the project in WEBARTS’ portfolio, credentials, awards submissions and proposals. A subsequent opt-out shall apply prospectively, and WEBARTS shall within a reasonable period remove references from online materials under its direct control, but shall not be required to recall printed materials or submissions lawfully made before receipt of the opt-out notice.
25.2. WEBARTS shall not disclose confidential commercial information, unpublished campaign results, Personal Data, confidential strategy or the Fees paid without permission.
25.3. Where agreed in the Offer, the Website shall retain a discreet footer reference substantially in the following form: “Website Designed and Developed by WEBARTS”, together with a link to WEBARTS’ official website.
25.4. The Client may request removal of the footer reference, subject to any commercial adjustment stated in the Offer.
26.1. Each Party shall comply with Applicable Data Protection Law in relation to the Processing activities for which it is responsible.
26.2. Unless otherwise expressly agreed, the Client acts as Controller of Personal Data processed for its business purposes and WEBARTS acts as Processor where it processes such data on the Client’s documented instructions.
26.3. Depending upon the service and the applicable platform terms, WEBARTS, the Client and a Third-Party Service may each act as an independent Controller or, where legally established, joint Controllers for particular Processing. Each Party remains responsible for identifying and complying with the obligations applicable to its actual role.
26.4. WEBARTS acts as an independent Controller for Client contact details used for account administration, invoicing, fraud prevention, security monitoring, legal compliance and the establishment, exercise or defence of claims.
26.5. Where WEBARTS acts as Processor, the Data Processing Schedule forms an integral part of the Agreement.
26.6. The Client remains responsible for determining the lawful basis for Processing, providing privacy information, obtaining consent where required, responding to Data Subjects, determining retention periods, carrying out any required impact assessment and ensuring that its instructions are lawful.
26.7. WEBARTS is not required to provide legal advice regarding the Client’s privacy, cookie, direct-marketing or data-protection compliance unless expressly included in the Offer.
26.8. Where the Client requires compliance with a data-protection regime which would not otherwise apply directly to WEBARTS, the requirement must be identified and agreed in the Offer and may be subject to additional Fees and safeguards.
27.1. Each Party shall implement security measures appropriate to the nature and risk of the systems and Personal Data under its control.
27.2. WEBARTS shall maintain appropriate technical and organisational measures having regard to the nature of the Services and the risks presented by the relevant Processing and systems and, where the Data Processing Schedule applies, the measures described in it.
27.3. The Client acknowledges that no internet-based system can be guaranteed to be entirely secure or free from every vulnerability.
27.4. The Client shall promptly notify WEBARTS of suspected compromise, unauthorised access or a security event affecting the Services. The Parties shall reasonably cooperate in investigation and mitigation.
27.5. WEBARTS shall notify the Client of a Personal Data Breach affecting Personal Data processed on the Client’s behalf in accordance with the Data Processing Schedule.
28.1. WEBARTS warrants that it shall provide the Services with reasonable professional care and skill, substantially in accordance with the agreed specifications and using personnel with appropriate experience for their responsibilities.
28.2. Except as expressly stated in the Agreement, no other warranty, representation or condition applies to the maximum extent permitted by law.
28.3. WEBARTS does not warrant that the Services will be uninterrupted or error-free at all times, that every defect can be corrected, that the Services will meet requirements not disclosed before the Offer, that a Third-Party Service will remain available or unchanged or that a particular commercial, advertising, ranking, traffic or revenue result will be achieved.
28.4. WEBARTS does not warrant the accuracy, legality or completeness of Client Materials or content approved by the Client.
28.5. No oral advice, informal statement, presentation or communication creates a contractual warranty unless incorporated into the Offer or confirmed in writing by an authorised representative of WEBARTS.
28.6. General descriptions in marketing materials do not constitute guaranteed service levels or outcomes unless expressly incorporated into the Offer.
29.1. Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence to the extent such liability cannot lawfully be limited, or any other liability which cannot lawfully be excluded or limited.
29.2. Subject to Clause 29.1, WEBARTS is liable only for direct loss caused by a proven material breach of the Agreement, which was reasonably foreseeable when the Agreement was entered into and could not reasonably have been avoided or mitigated by the Client.
29.3. Subject to Clause 29.1, WEBARTS is not liable for loss of profit, revenue, anticipated savings, business opportunity, contracts, goodwill or reputation; indirect, special, incidental or consequential loss; business interruption; loss resulting from the Client’s products, services or commercial decisions; loss caused by inaccurate Client Materials or Client-approved content; loss caused by a Third-Party Service outside WEBARTS’ reasonable control; loss caused by Client or third-party modifications; loss caused by failure to follow WEBARTS’ reasonable instructions; or advertising expenditure which did not produce the anticipated result.
29.4. WEBARTS is not liable for loss, corruption, erasure, theft or unauthorised alteration of data to the extent caused by Client systems, Client credentials, a Third-Party Service outside WEBARTS’ reasonable control or the Client’s failure to maintain an agreed or reasonable backup.
29.5. Where a material issue is capable of correction, the Client shall first give WEBARTS a reasonable opportunity to investigate, correct, re-perform or provide a workaround. Correction or re-performance is the Client’s primary remedy.
29.6. For the purposes of this Clause 29, the “Liability Cap Base” means: (a) for recurring Services, the total Fees paid or payable to WEBARTS under the affected Offer during the twelve (12) months immediately preceding the event giving rise to the claim; and (b) for a one-off project or One-Off Deliverable, the total Fees paid or payable to WEBARTS under the affected Offer for that project or Deliverable. Subject to Clauses 29.1 and 29.7, WEBARTS’ total aggregate liability arising from or connected with the affected Offer shall not exceed one hundred per cent (100%) of the applicable Liability Cap Base.
29.7. WEBARTS’ total aggregate liability arising under or in connection with the Agreement for breach of its contractual confidentiality obligations or its contractual data-protection obligations shall not exceed two hundred per cent (200%) of the applicable Liability Cap Base.
29.8. Clause 29.7 does not restrict direct statutory liability which cannot lawfully be limited, but no provision shall be interpreted as WEBARTS voluntarily accepting liability beyond that imposed by mandatory law.
29.9. Where recurring Services have existed for less than twelve (12) months before the relevant event, the Liability Cap Base shall be calculated by reference to the Fees paid or payable during that shorter period. Related acts, omissions, events or claims arising from substantially the same facts or continuing cause shall be treated as one event for the purposes of the liability caps.
29.10. The Client shall notify WEBARTS promptly after becoming aware of a matter likely to give rise to a claim and shall provide reasonable access, information and opportunity to investigate and mitigate the issue.
29.11. The Parties acknowledge that these limitations represent a reasonable allocation of risk having regard to the nature of the Services and the Fees payable.
30.1. The Client shall indemnify WEBARTS, its directors, officers, employees and contractors against reasonable losses, liabilities, damages, costs and legal expenses, and penalties to the extent lawfully recoverable, arising from a third-party claim directly caused by unlawful or infringing Client Materials, a false or misleading claim supplied or approved by the Client, the Client’s products or services, an unlawful marketing list or instruction, misuse of the Services or the Client’s material breach of Applicable Law.
30.2. The indemnity does not apply to the extent the claim was caused by WEBARTS’ own breach, negligence or unauthorised material alteration of Client-approved content.
30.3. WEBARTS shall notify the Client within a reasonable period of a relevant third-party claim and provide reasonable information and cooperation. The Client shall not settle a claim in a manner admitting wrongdoing by WEBARTS or imposing a non-monetary obligation upon WEBARTS without its prior consent.
30.4. WEBARTS may retain control of the defence or settlement where its professional reputation, relationship with another client, regulatory position or continuing operations may be materially affected, while taking reasonable steps to mitigate recoverable loss.
31.1. The Agreement commences upon online acceptance and continues until completion of a one-off project or throughout the initial and renewal periods stated in the Offer for recurring Services.
31.2. Either Party may terminate an affected Offer where the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within fourteen days after written notice.
31.3. WEBARTS may suspend or terminate immediately where the Client uses the Services unlawfully or fraudulently, creates a serious security or regulatory risk, materially infringes third-party rights, provides materially false information, becomes insolvent, repeatedly fails to pay Fees, misuses Personal Data or where immediate action is required by Applicable Law or a critical Third-Party Service.
31.4. Unless the Offer specifies a fixed minimum term or a different termination arrangement, the Client may terminate Ongoing Monthly Digital Marketing Services by giving WEBARTS not less than sixty (60) days’ prior written notice. The full Monthly Retainer Fee shall remain payable throughout the sixty-day notice period irrespective of whether the Client elects to utilise all or part of the available Services during that period.
31.5. Where a fixed-term recurring Service is terminated by the Client for convenience before expiry of the minimum term, the Client shall pay accrued Fees, work performed but not invoiced, committed third-party costs and any reasonable early-termination charge stated in the Offer reflecting setup, onboarding, reserved capacity or a discount provided in return for the agreed term.
31.6. An early-termination charge shall represent a reasonable commercial estimate and shall not exceed the amount stated or calculated under the Offer.
31.7. Either Party may terminate an affected Service where a force-majeure event prevents material performance for more than sixty consecutive days.
32.1. Termination does not affect accrued rights or obligations.
32.2. Upon termination, outstanding invoices and accrued Fees become payable, WEBARTS shall cease the terminated Services and each Party shall return or securely destroy the other Party’s Confidential Information where reasonably requested, subject to legal, security and backup-retention requirements.
32.3. Notwithstanding Clause 18.6, WEBARTS shall not withhold, or condition upon payment, the deletion of Personal Data or its return in a reasonably available standard format where such deletion or return is required under the Data Processing Schedule or Applicable Data Protection Law. Subject to the foregoing and to full payment of all other amounts properly due, WEBARTS shall provide completed Deliverables to which the Client is contractually entitled, Client Materials held in an accessible form, credentials under WEBARTS’ control relating exclusively to Client-owned accounts and any other agreed handover materials.
32.4. Unless otherwise stated, migration, technical conversion, coordination with a replacement provider and extended handover support are additional Services charged at WEBARTS’ then-current rates.
32.5. The Client shall request data export or migration assistance within thirty days after termination. WEBARTS may thereafter delete data and working files in accordance with its retention policies and Applicable Law.
32.6. Clauses concerning payment, Intellectual Property Rights, confidentiality, data protection, liability, indemnities, dispute resolution and provisions intended by their nature to survive remain in force.
33.1. The Client accepts that WEBARTS may communicate electronically and deliver invoices, reminders, renewal notices, contractual documents, privacy information, service notices, suspension notices and other communications to the email address, Client portal or user account provided by the Client.
33.2. Ordinary operational communications, approvals, content instructions, project decisions and Change Orders may be exchanged through email, WEBARTS’ online system, project-management software, an electronic-signature platform or another agreed electronic channel.
33.3. Formal notices concerning material breach, suspension, termination or legal claims shall be in writing and may be sent by email to the latest address provided. WEBARTS may additionally send the notice by hand, courier or registered post where appropriate.
33.4. An email or online notice is deemed received on the same Business Day if sent before 16:00 Cyprus time and no delivery-failure message is received, or on the next Business Day if sent later. A communication made available through a Client portal is deemed received when the Client is notified by email that it is available.
33.5. The Client shall ensure that its email and contact details remain accurate and monitored. Failure to update or monitor them does not invalidate a notice sent to the latest details provided.
33.6. The Client accepts that electronically stored communications, approvals and notices may be retained and relied upon as evidence of the Parties’ instructions and communications.
34.1. Neither Party is liable for delay or failure caused by an event genuinely beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil disturbance, industrial dispute, government action, sanctions, utility failure, internet or telecommunications failure, cyberattack not caused by that Party’s material breach, cloud or data-centre failure, platform outage or failure of a critical supplier despite reasonable precautions.
34.2. The affected Party shall notify the other within a reasonable period, take reasonable steps to mitigate the effect and resume performance as soon as reasonably practicable.
34.3. Delivery dates are extended by a reasonable period. Force majeure does not excuse payment of Fees already due for Services provided or third-party costs already committed.
34.4. Lack of funds, failure to pay, avoidable failure to renew a licence or a matter which reasonable precautions could have prevented does not constitute force majeure.
35.1. The Client shall not assign, transfer or novate the Agreement without WEBARTS’ prior written consent, such consent not to be unreasonably withheld.
35.2. WEBARTS may subcontract performance, assign the right to receive payment or assign or novate the Agreement to an affiliate or as part of a merger, restructuring, sale or transfer of its business, provided that the Client’s material contractual rights are not reduced.
35.3. No permitted assignment or subcontracting creates personal liability on the part of a director, shareholder, officer, employee or representative of WEBARTS.
36.1. The Parties shall seek to resolve any dispute commercially and in good faith. A Party raising a dispute shall give written notice describing the issue, material facts and remedy sought.
36.2. Authorised representatives shall discuss the dispute within ten Business Days after receipt of the notice.
36.3. Nothing prevents either Party from seeking urgent interim, injunctive, preservatory or protective relief, nor does it prevent WEBARTS from commencing proceedings for recovery of an undisputed debt.
37.1. A change to a fixed project or existing Offer requires written or electronic agreement. WEBARTS may update these general Terms for future Offers at any time.
37.2. For continuing recurring Services, WEBARTS may update these Terms by giving at least thirty days’ electronic notice where reasonably required by a change in law, security standards, Third-Party Services or operational requirements. A material amendment applies prospectively.
37.3. Where a material amendment substantially and adversely affects the Client, the Client may terminate the affected recurring Service before the amendment takes effect, subject to payment of accrued Fees and committed costs.
37.4. Continued use of the affected recurring Service after the effective date constitutes acceptance of the amendment, provided that the notice clearly identifies the amendment, the effective date and the Client’s right to terminate where applicable.
37.5. WEBARTS shall retain or otherwise be able to reproduce an archival copy of each Terms Version applicable to an accepted Offer. A later amendment, replacement or publication of these Terms at the same website address shall not retrospectively amend the Terms Version applicable to an earlier Offer, except where an amendment has become effective in accordance with this Clause 37.
38.1. The Agreement constitutes the entire agreement concerning the Services and supersedes previous discussions, proposals and understandings relating to the same subject matter.
38.2. Each Party confirms that it has not relied upon a statement not included in the Agreement, without excluding liability for fraud or fraudulent misrepresentation.
38.3. No failure or delay in exercising a right constitutes a waiver. A waiver is effective only if confirmed in writing or electronically by an authorised representative.
38.4. If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed without affecting the remaining provisions.
38.5. Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship or general agency between the Parties.
38.6. A person who is not a Party has no right to enforce the Agreement except where Applicable Law, the Data Processing Schedule or an incorporated international-transfer mechanism expressly provides otherwise.
38.7. The Agreement may be concluded, accepted, amended, communicated and stored electronically. An electronic record has the same contractual and evidential effect as a written original to the extent permitted by Applicable Law.
38.8. Each Party confirms that it has read and understood the Agreement, has had the opportunity to obtain independent legal, financial, regulatory and commercial advice and enters into it freely and with full authority.
38.9. The English-language version prevails unless an Offer expressly provides otherwise.
38.10. During the term of the Agreement and for a period of six (6) months following termination or expiry of the relevant Services, the Client shall not knowingly and directly solicit for employment or engagement any employee of WEBARTS who was materially involved in providing the Services to the Client and with whom the Client had direct material dealings in connection with those Services. This restriction shall not apply where the relevant person responds independently to a bona fide general recruitment advertisement which was not specifically directed at WEBARTS personnel, or where the approach was independently initiated by that person without prior solicitation by the Client. In the event of a breach, WEBARTS shall be entitled, subject to Applicable Law, to reasonable compensation not exceeding twenty per cent (20%) of the gross annual remuneration payable by WEBARTS to the relevant person immediately preceding the breach.
39.1. The Agreement and any non-contractual obligation arising from or connected with it are governed by the laws of the Republic of Cyprus.
39.2. Subject to Clause 36, the courts of the Republic of Cyprus have exclusive jurisdiction over any dispute arising from or connected with the formation, existence, validity, interpretation, performance, breach or termination of the Agreement or a related non-contractual obligation.
39.3. Unless the Offer provides otherwise, the competent court shall be the District Court of Nicosia.
39.4. Nothing prevents WEBARTS from bringing proceedings for debt recovery, interim relief, protection of Intellectual Property Rights or preservation of data or evidence before another court of competent jurisdiction where legally necessary.
This Data Processing Schedule forms part of the Agreement whenever WEBARTS Processes Personal Data on behalf of the Client.
1.1. For Processing governed by this Schedule, the Client acts as Controller and WEBARTS acts as Processor, unless the Offer expressly identifies a different lawful allocation of roles.
1.2. The subject matter, duration, nature and purpose of Processing and the categories of Personal Data and Data Subjects are described in Annex 1.
1.3. Each Party shall comply with the obligations applicable to its role under Applicable Data Protection Law.
2.1. WEBARTS shall Process Personal Data only on the Client’s documented instructions unless Processing is required by Applicable Law.
2.2. The Client’s documented instructions consist of the Agreement, the Offer, authorised system configurations and additional lawful written or electronic instructions accepted by WEBARTS.
2.3. Where legally permitted, WEBARTS shall notify the Client before carrying out Processing required by law.
2.4. WEBARTS shall inform the Client where it reasonably considers that an instruction infringes Applicable Data Protection Law and may suspend the affected Processing pending clarification.
2.5. The Client shall not instruct WEBARTS to Process Personal Data for a materially different purpose or in a manner requiring significant additional technical or compliance work without agreeing the scope and Fees.
3.1. WEBARTS shall ensure that persons authorised to Process Personal Data are subject to appropriate confidentiality obligations and receive suitable data-protection and security guidance.
3.2. Access shall be limited to persons who reasonably require it for performance, support, security or administration of the Services.
4.1. WEBARTS shall implement appropriate technical and organisational measures having regard to the state of the art, implementation costs, nature and purposes of Processing and the likelihood and severity of risk to individuals.
4.2. The measures may include role-based access controls, individual accounts, multi-factor authentication where available, encryption in transit, encryption at rest where appropriate, logging, monitoring, malware protection, patching, backup controls, incident-response procedures, personnel confidentiality, supplier assessment and business-continuity arrangements.
4.3. The general measures maintained by WEBARTS are further described in Annex 2. They may evolve where reasonably necessary to improve security or respond to technological or regulatory developments, provided that the overall level of protection is not materially reduced.
4.4. The Client acknowledges that security is a shared responsibility and shall implement appropriate safeguards for the systems, credentials, devices and users under its control.
5.1. The Client gives WEBARTS general written authorisation to appoint subprocessors reasonably necessary to provide the Services.
5.2. WEBARTS shall maintain and make available to the Client a current list of the subprocessors used to Process Personal Data in connection with the Services. The list shall identify, as appropriate, the legal name of each subprocessor, its location or country of establishment, the relevant service or Processing function and, where applicable, the international-transfer safeguard relied upon. The current list shall be made available through WEBARTS’ website, Client portal or upon reasonable request.
5.3. WEBARTS shall give reasonable prior notice of any intended addition or replacement of a subprocessor. The Client may object on reasonable and documented data-protection grounds within ten Business Days after receiving the notice.
5.4. The Parties shall work in good faith to resolve a valid objection. Where no commercially reasonable alternative is available, either Party may terminate the affected Processing Service without penalty, subject to payment for Services already provided and costs already committed.
5.5. WEBARTS shall impose contractual data-protection obligations on each subprocessor which are materially no less protective than the obligations imposed upon WEBARTS under this Schedule.
5.6. WEBARTS remains responsible for performance of its subprocessors’ relevant contractual obligations.
6.1. Taking account of the nature of Processing, WEBARTS shall provide reasonable technical and organisational assistance to enable the Client to respond to requests by Data Subjects.
6.2. Where WEBARTS directly receives a request relating to Personal Data processed for the Client, WEBARTS shall forward it without undue delay and shall not respond substantively unless authorised by the Client or required by law.
6.3. Assistance requiring material work beyond the ordinary scope may be charged at reasonable rates unless required because of WEBARTS’ material breach.
7.1. WEBARTS shall notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed on the Client’s behalf.
7.2. Where reasonably practicable, WEBARTS shall provide an initial notification within twenty-four (24) hours after becoming aware of the Personal Data Breach. The initial notification may be based upon the information reasonably available to WEBARTS at that time and may be supplemented in phases as further information becomes available.
7.3. The notice shall include, to the extent reasonably known, the nature of the incident, affected categories of data and individuals, likely consequences, containment and mitigation measures and an appropriate contact point.
7.4. Notification does not constitute an admission of fault or liability.
7.5. The Client remains responsible for deciding whether notification to a supervisory authority, Data Subject, contractual counterparty or other person is legally required.
7.6. The Parties shall reasonably cooperate in investigation, containment, remediation and any legally required notification.
8.1. Taking account of the nature of Processing and the information available to WEBARTS, WEBARTS shall provide reasonable assistance concerning security obligations, Personal Data Breach assessments, data-protection impact assessments and consultations with supervisory authorities.
8.2. Material assistance outside the ordinary Services may be charged at reasonable rates unless required because of WEBARTS’ material breach.
8.3. The Client remains responsible for deciding whether a data-protection impact assessment or regulatory consultation is required for its use of the Services.
9.1. WEBARTS shall make available information reasonably necessary to demonstrate compliance with this Schedule.
9.2. The Client may request an audit no more than once in any twelve-month period unless required by a supervisory authority, following a material Personal Data Breach or where the Client has reasonable evidence of material non-compliance.
9.3. An audit shall be subject to reasonable prior notice, conducted during normal business hours, avoid unreasonable disruption, protect other customers’ information and be conducted by a suitably qualified independent auditor bound by confidentiality.
9.4. WEBARTS may satisfy an audit request through relevant certifications, independent reports, questionnaires, remote evidence or other documentation where reasonably sufficient.
9.5. The Client bears audit costs unless the audit identifies a material breach by WEBARTS.
10.1. Upon termination of the relevant Services and at the Client’s written choice, WEBARTS shall return Personal Data in a reasonably available standard format or delete it. No Fee shall be charged for deletion or for return in a format in which the data is already reasonably available. Where the Client requests a bespoke export format, data conversion, structural transformation or migration assistance beyond the provision of the data in a reasonably available format, WEBARTS may charge reasonable Fees for that additional work, but shall not withhold deletion or the reasonably available export pending payment.
10.2. WEBARTS may retain Personal Data where required by law, reasonably necessary for legal claims or contained in routine backup systems until overwritten under normal retention cycles, provided that it remains protected and is not used for another purpose.
10.3. The Client shall request an export within thirty days after termination. Following that period, WEBARTS may delete Personal Data in accordance with its retention policy and Applicable Data Protection Law.
11.1. WEBARTS shall not knowingly make a restricted international transfer of Personal Data without a lawful transfer mechanism.
11.2. Where an adequacy decision applies, the Parties may rely upon that decision.
11.3. Where Personal Data protected by the EU GDPR is transferred to a country without an applicable adequacy decision, the Parties shall execute or incorporate the applicable module of the European Commission Standard Contractual Clauses adopted under Implementing Decision (EU) 2021/914, as amended or replaced.
11.4. For those Standard Contractual Clauses, the applicable module shall be determined by the Parties’ actual roles, optional docking shall apply where appropriate, the governing law shall be the law of the Republic of Cyprus where permitted and the competent supervisory authority and courts shall be determined in accordance with the Standard Contractual Clauses.
11.5. Where Personal Data protected by the UK GDPR is transferred outside the United Kingdom without applicable adequacy regulations, the Parties shall execute or incorporate the then-current United Kingdom International Data Transfer Agreement or United Kingdom Addendum to the EU Standard Contractual Clauses, as appropriate.
11.6. The Parties shall reasonably cooperate in any legally required transfer-impact or transfer-risk assessment and in implementing supplementary technical, contractual or organisational safeguards.
11.7. Mandatory provisions of an applicable international-transfer mechanism prevail over inconsistent commercial provisions to the extent legally required.
12.1. The Client warrants that its instructions comply with Applicable Data Protection Law, that it has a lawful basis for Processing, that required privacy notices have been issued, that required consent has been obtained and that Personal Data supplied to WEBARTS is relevant and not excessive.
12.2. The Client shall not provide special-category Personal Data, criminal-offence data, children’s data or other highly sensitive Personal Data unless expressly identified in the Offer or Annex 1, a lawful basis and additional condition exist and appropriate safeguards have been agreed.
12.3. The Client is responsible for the accuracy and legality of Personal Data collected through its Website, forms, CRM, campaigns, mailing lists, Client Accounts and artificial-intelligence systems.
12.4. The Client shall indemnify WEBARTS against reasonable losses, liabilities, damages, costs and legal expenses, and regulatory penalties to the extent lawfully recoverable, arising from a third-party or regulatory claim to the extent directly caused by the Client’s unlawful instruction, defective privacy notice, absence of lawful basis or consent, unlawful contact list or other material breach of Applicable Data Protection Law.
13.1. Liability under this Schedule is subject to Clause 29 of the Agreement except to the extent that a limitation is prohibited by Applicable Data Protection Law or an incorporated mandatory international-transfer mechanism.
13.2. Each Party is responsible for fines, claims and losses to the extent caused by its own breach of Applicable Data Protection Law or this Schedule.
Controller: The Client identified in the relevant Offer.
Processor: WEBARTS LTD.
Subject Matter: Provision of the Services identified in the Offer.
Duration: The duration of the relevant Services together with any limited retention period required for backup, security, legal or regulatory purposes.
Nature and Purpose: As applicable, website hosting and administration; website maintenance and support; operation of online forms and databases; email marketing; digital advertising; audience and campaign analytics; CRM integration; chatbot and artificial-intelligence operation; customer-service automation; data migration; content management; technical support and other Processing expressly stated in the Offer.
Categories of Data Subjects: Client personnel, Client customers, prospective customers, website users, leads, newsletter subscribers, suppliers, contractors, business contacts and other persons identified in the Offer.
Categories of Personal Data: Names, business contact details, telephone numbers, email addresses, IP addresses, device and browser information, website usage information, enquiry and correspondence data, CRM records, marketing preferences, transaction and order information, chatbot conversations and other data identified in the Offer.
Special-Category or Highly Sensitive Personal Data: Not intended to be processed unless expressly identified and agreed in the Offer.
Frequency: Continuous, periodic or occasional according to the Services.
WEBARTS shall maintain measures appropriate to the Services and risks, which may include access restrictions based upon role and business need; individual user accounts and password controls; multi-factor authentication where available and appropriate; confidentiality commitments for authorised personnel; secure transfer protocols and encryption in transit; encryption at rest where appropriate; system updates, patching and vulnerability management; malware and threat-protection controls; logging, monitoring and incident-response procedures; backup and restoration arrangements where included; supplier and subprocessor assessment; secure deletion and disposal procedures; business-continuity and recovery arrangements; periodic access reviews; personnel awareness and training; and measures intended to preserve the confidentiality, integrity, availability and resilience of relevant systems.
WEBARTS may use the following categories of subprocessors where necessary for the Services: hosting and cloud-infrastructure providers; content-delivery and cybersecurity providers; website, content-management and e-commerce platforms; analytics providers; email and communications providers; CRM providers; advertising and social-media platforms; customer-support providers; artificial-intelligence and model providers; payment, invoicing and billing providers; backup and storage providers; and specialist technical contractors.
The above categories describe the types of subprocessors that may be used by WEBARTS. The current named list of subprocessors used to Process Personal Data in connection with the Services, including the information referred to in Clause 5.2 of the Data Processing Schedule, shall be maintained separately and made available through WEBARTS’ website, Client portal or upon reasonable request.