Terms & Conditions

Dynamic Sales Solutions Ltd — Terms & Conditions (UK)

Last updated: December 2025

Who we are

Dynamic Sales Solutions Ltd (company no. 05734074 of Suites 1-3, Parish Council Offices, Brockworth Community Centre, Court Road, Brockworth, Gloucester, GL3 4ET (“Dynamic”, “we”, “us”).
These Terms apply to all proposals, statements of work, orders and services we provide.

By placing an order (verbally, by email or in writing) you accept these Terms. If there is a conflict between these Terms and a signed Client Agreement/Contract, the Client Agreement/Contract prevails for that project.

If there is a conflict between these Terms and a signed Client Agreement/Contract, the Client Agreement/Contract prevails for that project.

Definitions

Client / you: the customer named on the Order/Client Agreement/Contract.
Deliverables: items we create/provide under a Client Agreement/Contract (e.g., designs, code, copy).
Client Materials: content/assets you provide to us.
Services: our design, web, hosting, SEO/PPC, print, consultancy and related services.
Live: when a website or campaign is publicly accessible or switched on.
Business Day: 9:00–17:30 UK time, Monday–Friday (excluding public holidays).

Quotes, orders & changes

3.1 Quotes are invitations to treat and valid for 30 days unless stated. An Order is accepted when we confirm in writing.
3.2 Changes to scope after acceptance may require a change order; extra time/materials are chargeable at the rates in the Client Agreement/Contract or, if none, £85/hour + VAT for design/development and £100/hour + VAT for strategy/consulting

3.3 We may reasonably rely on your approvals given by email. Once approved, re-work may be chargeable.

Your responsibilities

4.1 Provide timely information, access (CMS/FTP/hosting/PPC), approvals, and a single project contact.
4.2 Warrant that Client Materials do not infringe rights or law and that you have all licences/permissions.
4.3 Indemnify us against third-party claims/losses arising from Client Materials or your breach of these Terms.
4.4 Image/IP indemnity. Without prejudice to 4.3, you shall indemnify and keep us indemnified against all liabilities, losses, damages, costs and expenses (including reasonable legal fees) and any penalties or fines arising out of or in connection with any claim that Deliverables infringe third-party intellectual property rights to the extent such claim arises from: (a) Client Materials; (b) assets you supplied, requested or approved; or (c) your use of Deliverables outside the scope of any third-party licence. We will promptly notify you of any claim and, where reasonable, allow you to take conduct of the defence/settlement at your cost. This indemnity does not apply where infringement is caused solely by our selection/supply of an unlicensed asset in breach of 5.4.

Intellectual property

5.1 Client Materials remain yours. You grant us a non-exclusive licence to use them to deliver the Services.
5.2 Dynamic IP (pre-existing tools, frameworks, know-how) remains ours.
5.3 Deliverables: on payment in full, we grant you a worldwide, perpetual, non-transferable licence to use the Deliverables for your internal business purposes/the agreed channels. If a different transfer/assignment is required, this must be agreed in the Client Agreement/Contract and may involve an uplift.
5.4 Third-party assets (images, fonts, plugins, stock). Third-party assets are used under their supplier terms. Where we purchase/licence assets on your behalf, we do so as your agent and those licences are subject to the supplier’s conditions (including limits on reuse, channels, territories and durations). Comping/watermarked images are for proof only and must not be used until a valid licence is in place. You are responsible for complying with any usage restrictions after delivery. If you supply, request or approve the use of any asset, you warrant you hold (and will retain) all necessary rights for the intended use and you will be responsible for, and reimburse us on demand for, any costs, claims, charges, penalties or fines (including from stock libraries) arising from any actual or alleged licence/copyright breach caused by such assets or your use of them. This clause does not apply where a breach is caused solely by our failure to obtain an appropriate licence for an asset we selected and supplied without your request or approval.
5.5 We may showcase Deliverables in our portfolio unless you reasonably object in writing (e.g., confidentiality).

Web design & development

6.1 We’ll supply design visuals for feedback. Visuals are indicative; minor variances may occur in build.
6.2 Browser support: current versions of major desktop/mobile browsers at time of delivery. Legacy/IE support is out of scope unless agreed.
6.3 Acceptance: you will have a review window (typically 10 Business Days) to test on a staging link. Report bugs within 14 days of Go-Live; we’ll remedy confirmed defects in scope at no charge. Further changes or new features are chargeable.
6.4 Third-party code, APIs and platform updates can affect behaviour over time; such changes are out of scope but we can quote for remedial work.

Hosting, domains & email (where provided by Dynamic)

7.1 Acceptable Use: no unlawful content, malware, unsolicited bulk email, or activities likely to harm network stability/security. We may suspend to protect the platform or other clients.
7.2 Backups & availability: we take reasonable measures and periodic backups, but do not guarantee uninterrupted service or data restoration. Keep your own independent backups.
7.3 Bandwidth/storage: fair-use limits apply as per your plan; overages are chargeable at the then-current rates or we may throttle/suspend on notice.
7.4 Security: you must keep credentials secure and use strong passwords/MFA where available.
7.5 Domains: we can register/renew domains for you (.uk subject to Nominet terms; others subject to registrar/ICANN terms). Ownership transfers on full payment of fees. Transfers away may attract a reasonable admin fee (£30 + VAT per domain). We’ll send renewal reminders, but you are responsible for maintaining registrations.
7.6 Email marketing via our systems: must comply with PECR and UK GDPR (lawful basis, consent/soft opt-in, sender identity, easy opt-out). High-volume mailing should use a dedicated provider. We may suspend accounts that cause blacklisting.
7.7 Exit/transfer: we will provide a standard site export (.zip/db dump) on request and payment of any agreed transfer/admin charges (see 8). We do not migrate third-party email; your new provider is responsible for mail migration and data integrity.

Transfer & plugin licensing (websites we host/manage)

8.1 Notice: provide 3 months’ notice in writing for website and/or email hosting transfers. Charges continue during the notice period.
8.2 Outstanding sums: all invoices must be settled before we release files or approve DNS/registrar transfers.
8.3 Plugin licences: licences procured through us will be deactivated before transfer. Your new provider must procure and maintain replacements. We’re not liable for downtime or issues caused by plugin deactivation or incompatibility post-transfer.
8.4 Transfer admin fee: £75 + VAT per site to prepare files and liaise with your new provider. Domain transfer admin is per 7.5.
8.5 Liability: We’ll act with reasonable care but are not liable for downtime/data loss during or after transfer.

SEO & PPC

9.1 We do not guarantee positions, impressions, clicks, conversions or ROI. Search engines and ad platforms change frequently and may remove/suspend listings without notice.
9.2 Access: you’ll provide necessary access (website, analytics, ads platforms). If we can’t obtain access, timelines/outputs may be impacted without liability.
9.3 Terms: SEO minimum term 6 months from first monthly invoice; thereafter 30 days’ notice. PPC management is monthly, cancellable on 30 days’ notice (media spend is your responsibility and payable directly to the platform unless stated).

Print & third-party production

10.1 If you use your own printer, we’ll supply print-ready files on request.
10.2 If we place print orders on your behalf, we act as an agent to pass through files/specs only; stock, colour variance and finishing tolerances are at the printer’s risk and subject to their terms (industry-standard ±10% quantity tolerance may apply).

Fees & payment

11.1 Unless stated otherwise: 50% non-refundable deposit on order; balance on completion/Go-Live. Hosting and retainers are billed monthly in advance.
11.2 Invoices are due on receipt. We may suspend services for overdue sums.
11.3 Late payment: statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above Bank of England base rate) plus fixed compensation and reasonable recovery costs.
11.4 Admin fees: failed payments/returned cheques £25 + VAT.
11.5 Where a project is materially delayed 30+ days by missing Client inputs, we may invoice work completed to date.

Term & termination

12.1 Either party may terminate for material breach not remedied within 14 days of notice, or for insolvency. Hosting/retainers may be terminated in line with their specific notice periods.
12.2 On termination/expiry: pay all sums due; we’ll cease services, provide any agreed exports, and delete or return personal data per clause 15. Access may be suspended until accounts are settled.

Warranties & what you can expect

13.1 We’ll deliver with reasonable skill and care. Your remedy for material defects in Deliverables notified within 30 days of delivery is repair/re-perform; if that’s not reasonably achievable, a proportionate fee reduction.

Liability

14.1 Nothing limits liability for death/personal injury caused by negligence, fraud, or anything which cannot be limited by law.
14.2 You must give us a reasonable chance to remedy before incurring costs yourself.
14.3 We’re not liable for: loss of profit/revenue, business interruption, loss of goodwill, loss/corruption of data, or any indirect/consequential loss.
14.4 Our total aggregate liability arising out of or in connection with the Services (whether in contract, tort, negligence or otherwise) is limited to the greater of (a) the fees you paid in the 12 months before the event giving rise to the claim, or (b) £1,000.
14.5 Data protection cap. Subject to 14.1, our aggregate liability to you arising out of or in connection with personal data processing under the Agreement (including any Personal Data Breach) is limited to the cap in 14.4. For clarity, 14.3 (excluded losses) applies to such claims between the parties.

Data protection (UK GDPR & DPA 2018)

15.1 Each party will comply with applicable Data Protection Laws.
15.2 Roles: For most Services we act as Processor and you are Controller. If we determine purposes/means (e.g., our own marketing), we act as Controller.
15.3 Further details and mandatory processor terms are set out in Schedule A – Data Processing Addendum. If there’s a conflict, Schedule A prevails.

Confidentiality

Each party will keep the other’s confidential information secret and use it only to perform the Agreement, except as required by law or to professional advisers bound by confidentiality.

Force majeure

Neither party is liable for delay/failure caused by events beyond reasonable control (e.g., outages, strikes, epidemics, supplier failure, war, natural disaster), provided the affected party notifies the other and resumes performance as soon as reasonably practicable.

General

18.1 Notices: by email to the addresses on the Client Agreement/Contract/Order, or by post to the registered address.
18.2 Assignment: you need our consent to assign/transfer; we may assign to a group company or as part of a reorganisation.
18.3 Entire agreement: these Terms + Client Agreement/Contract/Order form the entire agreement, superseding prior terms.
18.4 Severability: if any part is invalid, the rest remains in force.
18.5 Waiver: delay in enforcing rights is not a waiver.
18.6 Third-party rights: the Contracts (Rights of Third Parties) Act 1999 does not apply.
18.7 Governing law: England & Wales. Jurisdiction: courts of England & Wales.

Consumer clients (if you are a consumer, not a business)

19.1 Applicability. This section applies only where you contract with us as a consumer.
19.2 Cooling-off (distance/off-premises). If your order is placed online, by phone or away from our premises, you may cancel within 14 days of our acceptance of your order under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
19.3 Early performance & waiver. If you ask us to start within the 14-day period, you will pay for work performed up to cancellation; once the Services are fully performed, the right to cancel is lost.
19.4 Digital content. Where Deliverables include digital content not on a tangible medium, you consent to immediate supply and acknowledge you lose the right to cancel once supply begins.
19.5 How to cancel. Email hello@dynamicsalessolutions.co.uk with your order details and a clear statement. We will confirm receipt.
19.6 Refunds. If you cancel within the cooling-off period (and have not lost the right to cancel), we will refund payments within 14 days of your notice, less any amount for Services already supplied at your request.
19.7 Consumer rights – quality and remedies. Your statutory rights under the Consumer Rights Act 2015 apply. Nothing in these Terms affects your legal rights.

Contact: hello@dynamicsalessolutions.co.uk
All prices exclude VAT unless stated.

Schedule A – Data Processing Addendum

This Schedule forms part of the Agreement between Dynamic Sales Solutions Ltd (“Processor”) and the Client (“Controller”) when Dynamic processes Personal Data on the Client’s behalf. Capitalised terms have the meanings in UK GDPR.

A1. Subject matter and duration

Subject matter: Processing Personal Data to deliver the Services described in the Order/Client Agreement/Contract (e.g., website hosting/maintenance, analytics configuration, email marketing setup, SEO/PPC management).
Duration: From the effective date of the Agreement until deletion/return under A9.

A2. Nature and purpose of processing

Hosting and storing website/application data; configuring and maintaining CMS, plugins and analytics; managing ad/SEO assets; handling support requests; creating and exporting mailing lists upon instruction.

A3. Types of personal data and data subjects

Data subjects: Client’s customers, prospects, website users, staff/contractors (contact details only), and other end users interacting with Client properties.
Data types: Names, email addresses, phone numbers, job titles, postal addresses, IP addresses, cookie/online identifiers, enquiry details, marketing preferences. No special category data is intended unless expressly agreed in writing.

A4. Controller’s instructions

Processor shall process Personal Data only on documented instructions from Controller (the Agreement, this DPA and written/email instructions), including regarding transfers to a third country, unless required by law.

A5. Confidentiality and personnel

Processor ensures persons authorised to process Personal Data are subject to appropriate confidentiality obligations and receive data protection training appropriate to their role.

A6. Security

Processor implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including access controls, credential management, vulnerability patching and periodic backups for hosted services.

A7. Sub-processors

Controller authorises Processor to appoint sub-processors reasonably necessary to provide the Services (e.g., hosting, backup, email delivery, analytics). Processor will impose terms offering at least the same level of protection and remains responsible for sub-processor acts/omissions. A current list is available on request; Processor will notify Controller of intended changes and allow objection on reasonable grounds.

A8. International transfers

Where Personal Data is transferred outside the UK, Processor will ensure appropriate safeguards (e.g., UK IDTA or the UK Addendum to the EU SCCs) are in place.

A9. Assistance, audits and deletion/return

Assistance: Processor will, taking into account the nature of processing, assist Controller with reasonable and proportionate requests to fulfil data subject rights and with compliance obligations (Articles 32–36 UK GDPR), including breach notifications.
Audits: On reasonable written notice no more than once per year, Processor will make available information necessary to demonstrate compliance and facilitate audits carried out by Controller or a mandated auditor, subject to confidentiality and security limitations.
Deletion/return: At the end of the Services, on Controller’s written request, Processor will delete or return Personal Data and delete existing copies unless retention is required by law or for evidential purposes (in which case data will be securely stored and access restricted).

A10. Personal Data Breach

A10.1 Processor will notify Controller without undue delay after becoming aware of a Personal Data Breach affecting Controller Personal Data and will provide information reasonably required for Controller to meet its notification obligations.
A10.2 Processor will take reasonable steps to contain, investigate and remediate the breach and keep Controller informed.
A10.3 Allocation of responsibility. As between the parties, and subject to the liability limits in the Agreement, Processor is liable only to the extent the Personal Data Breach is caused by Processor’s breach of this Schedule or applicable Data Protection Laws. Processor is not liable for breaches caused by: (a) Controller’s instructions; (b) Controller Systems or third-party systems not managed by Processor; (c) Controller’s failure to implement security measures within its control; or (d) sub-processors mandated by Controller.
A10.4 Regulatory fines. Each party is responsible for administrative fines imposed on it by a supervisory authority to the extent permitted by law. Nothing in this Schedule requires a party to indemnify the other for regulatory fines where such indemnification is prohibited by law.

A11. Liability & non-excludables

A11.1 Nothing in this Schedule or the Agreement limits or excludes either party’s liability to the extent such limitation or exclusion is not permitted by law (including liability to data subjects under Article 82 UK GDPR).
A11.2 Data-protection cap. Subject to A11.1 and the Agreement’s overall liability framework, each party’s aggregate liability to the other arising from or in connection with this Schedule is capped at the amount stated in the Agreement’s liability clause; if no specific cap is stated for data protection, the general cap applies.
A11.3 Excluded losses (between the parties). Neither party is liable to the other for loss of profit, revenue, goodwill, or indirect or consequential loss arising from a Personal Data Breach, except to the extent such losses are compensatory sums payable to third parties (including data subjects) which the liable party is legally obliged to pay.

A12. Precedence

If there is a conflict between this Schedule and the Agreement regarding data protection, this Schedule prevails.

Schedule B – Website & Email Hosting Transfer Terms & Conditions

This Schedule applies when a customer requests to move their website and/or email hosting services away from Dynamic. By signing this Schedule (or otherwise confirming in writing), you confirm your understanding and agreement to the following:

B1. Notice period

A mandatory three (3) month notice period is required for the transfer of website and/or email hosting services.
During this period, you will continue to be charged your current monthly hosting rate.
The notice period begins upon receipt of a formal written request to transfer hosting services.

B2. Outstanding invoices

All outstanding invoices must be paid in full prior to the release of any website files, domain transfers, or termination of services.
No part of the transfer process will begin until the account is settled in full.

B3. Website plugin licensing

Any plugins on your website that have been licensed through Dynamic will be deactivated prior to transfer.
Functionality of certain website features may be impacted if licensed plugins are not replaced or renewed by your new provider.
It is the responsibility of your new website hosting provider to obtain and manage the required plugin licences and ensure compatibility.
Dynamic is not liable for any issues, downtime, or website malfunctions caused by the removal of licensed plugins or failed plugin updates after transfer.

B4. Website transfer charges

A £75 + VAT fee will be charged for the preparation of website files and communication with your new provider.
This charge must be paid in full before any files or access credentials are released.
Dynamic will provide the website files in a standard format (e.g., .zip); the receiving provider is responsible for uploading and configuring them.

B5. Email hosting transfer

It is the sole responsibility of the new provider to migrate all email accounts and associated data.
The new provider must confirm to Dynamic that both the website and email services have been successfully hosted on their platform before we can terminate the account on our servers.
Should the website and/or email remain hosted by Dynamic beyond the agreed transfer date, additional hosting charges may apply.

B6. Domain transfers

If you wish to transfer your domain name(s) to a new registrar, a charge of £30 + VAT per domain will apply to cover administrative costs.
This fee applies to each individual domain.

B7. Downtime & liability

Dynamic will take reasonable care to support a smooth transition, but we cannot be held liable for any website or email downtime that occurs as part of the transfer process.
Dynamic is not responsible for any data loss, email delays, or service interruptions after transfer files have been issued or services deactivated.

B8. Data responsibility

It is your responsibility to ensure all website and email data is backed up before requesting the transfer.
Dynamic does not retain responsibility for data once it has been provided to the new hosting provider or once services are terminated.