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Terms and Conditions

BRANSMITS LTD
Effective Date: 30/06/2025
Last Updated: 12/11/2026

These Terms and Conditions (“Agreement”) govern the provision of services by BRANSMITS LTD (“BrandSmits”, “we”, “us”, “our”) to any individual or business (“Client”, “you”, “your”).

By engaging our services, accepting a proposal, signing a Statement of Work (SOW), or subscribing to a Plan, you agree to be legally bound by these Terms.

1. Company Information

BRANSMITS LTD
Company Number: 16464656
Registered in England and Wales
Registered Office: Office 8169, 321–323 High Road, Chadwell Heath, Essex, RM6 6AX, United Kingdom
Email: support@brandsmits.com
Website: www.brandsmits.com

2. Definitions

  • “Project Services” means one-off services delivered under a proposal or SOW.
  • “Subscription Services” means services provided for a recurring fee under a Plan.
  • “Plan” means any subscription package we offer, including website subscription plans.
  • “Plan Details” means the specific terms of your Plan as shown on the checkout or payment page, order form, quotation, or written offer (including by email or WhatsApp) accepted by you at the time of purchase. Plan Details may include the setup fee, recurring fee, billing frequency, Minimum Term, what is included, update allowance, turnaround time, any promotion, and any guarantee.
  • “Minimum Term” means the minimum subscription period stated in your Plan Details.
  • “Website” means the website we build and maintain for you under a Plan or SOW.

3. Services

We provide creative and digital services including, but not limited to:

  • Logo & Branding Design
  • Website Development
  • Website Subscription Plans
  • UI/UX Design
  • SEO & Digital Marketing
  • Social Media Management
  • Startup Strategy & Planning
  • Founder Support Services

Project Services are governed by an agreed proposal or SOW specifying scope, deliverables, timeline, fees and payment structure.

Subscription Services are governed by your Plan Details and these Terms.

In the event of conflict, the SOW or Plan Details shall prevail over these Terms.

4. Formation of Contract

Project Services: a legally binding contract is formed when you accept our written proposal or SOW and the required deposit is paid.

Subscription Services: a legally binding contract is formed when you complete checkout and accept these Terms, or confirm acceptance in writing and make your first payment.

5. Payment Terms (Project Services)

  • A 50% deposit is required before project commencement (or 100% for services under £100).
  • The remaining balance is payable upon completion or according to the milestone schedule in the SOW.
  • Late payments may incur interest at 2% per month after a 10-day grace period.
  • We reserve the right to suspend work for overdue payments.
  • Deposits are non-refundable once work has commenced due to allocation of time and resources, unless a guarantee in your SOW or Plan Details states otherwise.

6. Subscription Plans

6.1 Fees and billing. Your setup fee, recurring fee and billing frequency are as stated in your Plan Details. Payments are taken automatically by card or other approved method. The setup fee and first recurring payment are taken at sign-up unless your Plan Details state otherwise.

6.2 Minimum Term. You agree to remain subscribed and make all payments for the Minimum Term. If you cancel or stop paying before the Minimum Term ends, the remaining payments for the Minimum Term remain due.

6.3 Price protection. The fees in your Plan Details will not change during your Minimum Term. After the Minimum Term, we may change your fees with at least 30 days’ written notice.

6.4 Promotions. Promotional offers, discounts and introductory prices apply only as described in the offer, for the stated period, and cannot be combined unless stated. When a promotional period ends, standard pricing applies as set out in your Plan Details.

6.5 Refunds. Subscription payments are non-refundable except under a guarantee stated in your Plan Details or where required by law.

7. Accounts, Domain and Hosting (Subscription Services)

7.1 To deliver your Website, we may create and manage dedicated accounts on your behalf, including an email account, domain registration and hosting. We hold and manage these accounts until handover.

7.2 Domain and hosting are included for the period stated in your Plan Details. While you remain subscribed, renewals are included in your recurring fee unless your Plan Details state otherwise.

7.3 Domain names are subject to availability. If your preferred domain is unavailable, we will agree an alternative with you.

7.4 You must not change the login details of, or attempt to access, accounts we manage on your behalf before handover without our agreement.

8. Handover and Ownership (Subscription Services)

8.1 Unless your Plan Details state otherwise, once you have completed the Minimum Term and have no outstanding balance, you may request handover of your Website and associated accounts.

8.2 We will provide the login details for the accounts, domain and hosting, or transfer them to accounts you control, within 14 days of your request.

8.3 After handover, you are fully responsible for the accounts and Website, including passwords, security, backups, renewals, compliance and all associated costs. We recommend changing all passwords immediately.

8.4 After handover, we do not provide maintenance, updates, bug fixes or support unless you remain subscribed or agree a new Plan or SOW.

8.5 We will not hand over any accounts or Website files while any payment is outstanding.

8.6 Ownership of the Website design passes to you on completion of the Minimum Term and all required payments. Until then, it remains our property.

9. What Is Included (Subscription Services)

9.1 While you are subscribed, your Plan includes the services stated in your Plan Details, which may include hosting, domain, maintenance, bug fixes and a monthly allowance of small content updates.

9.2 A “small update” is a minor change such as editing text, replacing an image, or updating prices, contact details or opening hours. Unused updates do not roll over.

9.3 Bug fixes cover faults in the Website we built. They do not cover problems caused by your own edits, third-party tools or services, or changes made by anyone other than BrandSmits. Fixing such problems is chargeable.

10. What Is Not Included

Unless expressly included in your Plan Details or SOW, the following are outside scope and will be quoted separately before any work begins:

  • Additional pages beyond the agreed build
  • New features or functionality, including online shops, booking systems, payment systems, member logins, advanced forms and third-party integrations
  • Redesigns or changes to layout, structure or branding
  • Logo design, copywriting, photography or video
  • SEO campaigns, paid advertising and social media management
  • Business email accounts beyond those required to manage your Website
  • Updates beyond your monthly allowance
  • Content migration from another website

11. Client Responsibilities

You agree to:

  • Provide accurate and complete information
  • Supply required assets (text, images, branding) promptly, and for Subscription Services within 14 days of sign-up
  • Provide feedback within agreed timelines
  • Ensure you have legal rights to any materials supplied
  • Not use the Website for anything illegal, misleading, harmful or in breach of third-party rights

Delays caused by the Client may result in timeline adjustments. For Subscription Services, if we have not received your content within 30 days of sign-up, we may build your Website using information already available (such as your social media pages), and your subscription continues as normal.

We may suspend or remove any Website used in breach of this clause.

12. Build, Approval and Revisions

12.1 For Subscription Services, your Website will be delivered within the turnaround time stated in your Plan Details, starting from when we receive all required content.

12.2 Unless otherwise agreed, two (2) rounds of revisions are included per deliverable during the initial build. Additional revisions will be charged at our standard hourly rate.

12.3 If we receive no feedback within 7 days of sending a draft, the draft is treated as approved and may go live.

12.4 Requests outside agreed scope constitute a scope change and may require a revised quotation.

12.5 Websites may be built using our templates and design systems. Similar designs may be used for other clients, and exclusivity is not guaranteed unless agreed in writing.

13. Guarantees

Any satisfaction guarantee or refund promise applies only where stated in your Plan Details or SOW, and only on the conditions stated there. Unless stated otherwise, a guarantee applies before the Website goes live.

14. Non-Payment and Suspension (Subscription Services)

14.1 If a payment fails, we will contact you. If it is not resolved within 7 days, we may suspend your Website and services until all overdue amounts are paid.

14.2 A reasonable reactivation fee may apply to restore a suspended Website. We will tell you the fee before reactivation.

14.3 If payments remain unpaid for 60 days, we may close the Website and pursue recovery of all outstanding amounts, including reasonable collection costs and statutory interest.

14.4 Raising a payment dispute or chargeback without first contacting us to resolve the issue is a breach of these Terms. We may suspend services and recover any fees we incur as a result.

15. Support

Support requests are handled by email or WhatsApp, Monday to Friday, 9am to 5pm (excluding UK bank holidays). We aim to respond within 2 working days.

16. Consumer Cancellation Rights (If Applicable)

If you are purchasing services as a consumer (not a business), you may have statutory cancellation rights under the Consumer Contracts Regulations 2013.

Where you request that work begins within the 14-day cancellation period, you acknowledge:

  • You may lose the right to cancel once the service has been fully performed.
  • You may be required to pay for work completed up to the point of cancellation.

This clause does not affect your statutory rights.

17. Intellectual Property

Project Services: until full payment is received, all drafts, concepts and materials remain our property. Upon full payment, final approved deliverables are transferred to you for exclusive use.

Subscription Services: ownership is governed by clause 8.

You retain ownership of the logos, photos, text and other content you supply.

We retain the right to display completed work in our portfolio and use it for promotional purposes, unless otherwise agreed in writing.

18. Client Content and Third-Party Materials

You warrant that:

  • You have all necessary rights and permissions for materials supplied.
  • Materials do not infringe third-party rights.

We are not responsible for copyright or trademark violations arising from client-provided content.

19. Third-Party Services

Websites rely on third-party providers, including hosting companies, domain registrars, email providers and payment processors. We are not liable for outages, data loss, security incidents, price changes or service changes caused by these providers. We take reasonable backups, but you should keep your own copies of all content you supply.

20. No Guarantee of Results

While we aim to deliver high-quality services, we do not guarantee:

  • Search engine rankings
  • Advertising performance
  • Enquiries or sales
  • Engagement levels
  • Uninterrupted Website availability

Results depend on multiple external factors beyond our control.

21. Confidentiality

Both parties agree to keep confidential information private during and after the engagement. This includes:

  • Business plans
  • Strategies
  • Financial information
  • Technical data

This clause survives termination.

22. Data Protection

We process personal data in accordance with our Privacy Policy.

Where we process data on behalf of clients, we act as a Data Processor and will implement appropriate safeguards in line with UK GDPR.

23. Limitation of Liability

To the fullest extent permitted by law:

  • We are not liable for indirect, incidental, or consequential losses, including loss of profit, business or data.
  • For Project Services, our total liability shall not exceed the total fees paid under the relevant project.
  • For Subscription Services, our total liability shall not exceed the fees paid by you in the 3 months before the claim arose.

Nothing in this Agreement excludes liability for:

  • Fraud
  • Death or personal injury caused by negligence
  • Any liability which cannot be legally excluded

24. Termination and Cancellation

Project Services: either party may terminate by written notice prior to project commencement, or if the other party materially breaches these Terms. If terminated after work has begun, we are entitled to payment for work completed up to termination.

Subscription Services: after the Minimum Term, you may cancel with 30 days’ notice by email or WhatsApp. Your services continue until the end of the notice period, after which you may request handover under clause 8. We may terminate if you materially breach these Terms, including non-payment, and any amounts due for the remainder of the Minimum Term remain payable.

25. Force Majeure

We are not liable for delays or failure due to circumstances beyond reasonable control, including:

  • Natural disasters
  • Government restrictions
  • Internet or third-party service outages
  • Pandemics
  • War or terrorism

26. Dispute Resolution

This Agreement is governed by the laws of England and Wales. In the event of dispute:

  • Parties agree to attempt mediation in good faith.
  • If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

27. Entire Agreement

These Terms, together with the relevant SOW or Plan Details, constitute the entire agreement and supersede all prior discussions.

28. Amendments

We reserve the right to update these Terms periodically. The latest version will always be available on our website. Changes will not alter the fees or Minimum Term agreed in your Plan Details for your current Minimum Term.

29. Contact

For any questions regarding these Terms:

Email: support@brandsmits.com
Website: www.brandsmits.com