Website Design Terms and Conditions

1. Introduction

Although there is also some unavoidable standardised legal language in this document, we endeavour to present everything in plain language. To do this, we frequently use terms like “we” and “you”.

“We”, “us”, “our”, and “the Company” means OK Software Holdings Limited (trading as ThriveHub), a company registered in England and Wales with company number 13775431 and registered office at 23 Luxus House, Forge Lane, Moorlands Trading Estate, Saltash, Cornwall, PL12 6LX, United Kingdom.

“You”, “your”, “Customer” or “Client” in this document is you, our Client.

“Agreement” means this Master Services Agreement together with any Proposal(s) of Services executed by the parties.

2. Current Hourly Rate

Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this Agreement is signed.

We will provide you with our current hourly rate upon request.

3. The Project

You are hiring us to complete your project according to the specific scope of work we describe in the Proposal of Services document you will receive. The proposed cost of the project in the Proposal includes only the work described in that Proposal.

When you hire us, we are independent “work for hire” contractors and not employees of you or your business.

4. Availability and Communication

We are available via email and telephone as follows:

Monday to Friday: 9:00 am to 5:00 pm UK time

Our normal response time is one business day, though this may vary. Clients with current website management services receive priority response times. We do not work on weekends or UK public holidays.

Our approved communication channels are our office telephone and office email address. We do not accept or manage support or project requests via mobile phone, text message, social media, or instant or private messaging (including, without limitation, WhatsApp, Facebook Messenger, LinkedIn messages and similar). Messages sent by those unapproved methods may not receive a response, as they are not monitored by our support personnel.

5. Proposal of Services

The Proposal of Services details the work we will deliver to you, including, without limitation, the services and deliverables, any applicable milestones, and the fees and payment schedule.

If additional services are requested by you, the parties may enter into one or more additional Proposals of Services, each signed by the parties.

The terms of any Proposal of Services are in addition and supplemental to the terms of this Agreement. If there is any conflict between this Agreement and any part of a Proposal of Services, the Proposal of Services shall prevail regarding scope of work and the fees for that work, and this Agreement shall prevail in respect of all other matters.

6. Time Frames

Our experience is that a typical website design project takes about five to six weeks (excluding holidays). This is an estimate only and depends on factors including, but not limited to, the complexity of your project, our current workload, the availability and quality of materials and information supplied by you, and any technical or other issues that may arise.

Unless specifically defined in the Proposal of Services, we do not guarantee that a website will launch by any particular date.

For the purposes of this Agreement, time is not of the essence unless expressly agreed by all parties in writing.

We maintain an active queue of work and we do not place your project in that queue until your initial deposit has been received. We will not begin substantive work on your project until it reaches the front of our queue so that it can receive our full attention.

7. Delayed, Suspended and Abandoned Projects

A project is considered “Delayed” if we request assets, information, feedback, approvals or similar from you, and you do not provide what is requested within five business days, without reasonable cause (as determined by us acting reasonably). If your project is Delayed, we may remove it from our active queue and place it at the back of our queue. We will resume work once we have received what was requested and our workload allows us to focus on your project again.

A project is considered “Suspended” if we request assets, information, feedback, approvals or similar from you, and you do not provide what is requested within forty five days, without reasonable cause (as determined by us acting reasonably). If your project is Suspended, we will issue an invoice for the remaining balance of the project, which will be due for immediate payment on receipt.

Once a project is Suspended, it is your sole responsibility to reactivate the project by supplying all items necessary to complete the project and paying the outstanding balance in full. We will not undertake further work on a Suspended project until it has been reactivated in accordance with these terms.

A project is considered “Abandoned” if we request assets, information, feedback, approvals or similar from you, and you do not provide what is requested within ninety days, without reasonable cause (as determined by us acting reasonably). If your project is Abandoned, any monies already paid to us for that project shall be forfeited.

Unless specifically stated otherwise in the Proposal of Services, if a website project is not completed within sixty days from the commencement of Phase One due to delays caused by you, we reserve the right to begin charging website management fees as detailed in the Proposal of Services.

8. Rush Projects

Projects which you request to be completed on a “rush” or expedited basis will typically incur at least a fifty per cent markup on the total project cost. This markup reflects the overtime, reprioritisation and additional costs required to meet the requested time frame.

9. Change Budget

At our discretion, a Proposal of Services may include a “Change Budget” to accommodate changes during the project. The Change Budget applies only to changes to the original scope of work and to items previously approved by you.

When you request changes that fall within the Change Budget, we will outline the additional or changed scope of work and an estimated cost. On your approval, the cost may either become payable immediately or be added to your final project invoice, at our discretion.

10. Payment Schedule

In consideration of the services to be provided, you shall pay us in accordance with the relevant Proposal(s) of Services.

Our standard payment terms may be set out in the Proposal of Services using the following structure.

50% of the cost of the proposed scope of work is due as a non-refundable deposit on execution of this Agreement and the Proposal of Services
25% of the cost of the proposed scope of work is due thirty days after execution of this Agreement
25% of the cost of the proposed scope of work is due at website launch or sixty days after execution of this Agreement, whichever occurs first
Any amount of the Change Budget utilised is due at website launch (and will usually be included on the final invoice)

The project must be paid in full, including any Change Budget used, before the website is launched.

If different milestone payments or schedules are agreed, these will be detailed in the relevant Proposal of Services.

11. Payment Methods

Payment can be made by our preferred method of bank transfer (for example, BACS), or via your invoice using any major debit or credit card. We do not accept cheques or PayPal. We may specify or restrict other payment methods at our discretion.

Where stated in the Proposal of Services or on the invoice, if a payment exceeds GBP £3,000 you must process your payment via BACS only.

12. Late Payment and Collections Policy

All invoices for web hosting, security, maintenance, or any other work on your website are payable on receipt, unless otherwise stated.

If any invoice remains unpaid for more than thirty days after the invoice was sent, we reserve the right to suspend your website from public view until all outstanding invoices are brought up to date.

Amounts due and unpaid shall bear interest at the rate of twelve per cent per annum or the maximum rate permitted by applicable law, whichever is lower.

You agree to pay all reasonable costs of collection, including reasonable legal costs, as additional sums owed under this Agreement.

If a bank transfer, cheque, card payment or other payment tendered by you is not honoured by the bank, is returned or is otherwise rejected, it will not be re-presented. You will incur a returned payment fee of GBP 25, and you must promptly send cleared funds for the amount due, including any such fee.

13. Termination and Refunds

This Agreement may be terminated by either party on not less than five days’ written notice to the other party, or immediately if the other party materially breaches this Agreement and fails to remedy that breach within thirty days of receiving written notice requiring it to do so.

If you terminate the project after this Agreement has been executed, your initial 50% deposit is non-refundable for any reason.

If you terminate the project at any point after Phase Three (Development) has begun, you will be liable for the entire cost of the project.

If we terminate the project, we will estimate the percentage of the scope of work completed at the date of termination. If the percentage of work completed is less than the percentage of total project fees you have paid, we will refund the difference. If the percentage of work completed is greater than the percentage of total project fees you have paid, we will issue an invoice for the difference, which you agree to pay.

Assets for a terminated project, including website files and custom graphics, will be delivered to you once all sums due to us have been paid and your account balance is zero.

14. Intellectual Property Rights

“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trade marks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which exist or shall exist at any time in any part of the world.

Your website will be built using the WordPress content management system. WordPress and its associated software are “open source”, distributed under the GNU General Public License. We use WordPress to power your website, but no party to this Agreement owns WordPress or any third-party plugins we use to add features.

When you hire us to build your website, you are not purchasing WordPress. You are engaging us to create a customised website using WordPress.

Where we utilise images or other content that are licensed for use on your website by a third party, that third party retains ownership of the content in question under their own licence terms. For example, if we use a stock photograph, you typically pay for a licence to use that photograph on your site, but you do not own the photograph itself.

Depending on the scope of work for your project, we may utilise text, images, or other content generated by Artificial Intelligence (AI) systems. The intellectual property rights in such AI-generated content may involve specific legal considerations and may be subject to third-party claims. You agree to accept any AI-generated content subject to the applicable terms and limitations of the AI tools used. You may choose to provide your own original content instead of using AI-generated content, provided you do so in a timely manner.

When your project is completed, or payment in full for your project has been received, and provided that this Agreement has not been terminated, intellectual property rights will be allocated as follows:

You will own the website and visual elements that we create specifically for you. On request, we will provide source files for any custom artwork created for your project.
You will own all intellectual property rights in text, images, site specification and data that you supplied, unless they are owned by a third party.
We will own all intellectual property rights in any tools, code, processes, design patterns and know-how which we developed before your project, and in any such tools, code, processes, design patterns and know-how which we develop separately from your project but may deploy within it.

We reserve the right to re-use our own pre-existing intellectual property, and any generic tools or know-how developed on your project, in future client work.

15. Our Website Creation Process

Our typical website creation process consists of the following phases. If your project requires a different process, this will be specified in the Proposal of Services.

Phase One – Asset Collection

At the beginning of your project, we will request all relevant assets including, but not limited to:

Finalised website copy and sitemap/page structure
Licensed font files (web-ready formats)
Licensed high-resolution imagery
Licensed video files
Vector logo files (SVG, EPS, or AI)
Brand colour palette (Hex codes)
Brand Guidelines (where applicable)

Phase One concludes when we have received all required content and assets in full, as stated above. If we are responsible for delivering any of the assets listed above we will endeavour to do so in a timely manner in collaboration with you.

Phase Two – Design Concepts

Based on the assets you supply, or we produce for you, we will create up to 2 design concepts total for your new website.

We will work with you to refine and adjust the concept until you are satisfied, subject to any limits on rounds of revision specified in the Proposal of Services.

Phase Two concludes when you formally approve the design concept using our specified approval process.

Phase Three – Development

The approved design concept is converted into a customised WordPress website. We will build the required pages and implement the agreed functionality and integrations.

Phase Three concludes when we have completed the website and provided it to you for review and revisions.

Phase Four – Revisions

You will review the website for design and content and supply a consolidated list of revisions you require using our feedback tool of choice.

Revisions are minor updates and changes to existing content or layout, as determined by us acting reasonably.

The Change Budget, if any, is used for new functionality that you request which was not included in the original scope, for revisions to items previously approved by you (including the design concept approved in Phase Two), and for revisions whose total implementation would exceed four hours of work.

Phase Four concludes when you approve the site for launch via our specified process and we have received all outstanding payments.

Phase Five – Launch

We will publish your website so that it is viewable at the agreed domain name. Due to the nature of the internet and DNS propagation, it can take 24 hours or longer for a newly published website to be viewable by all users.

16. Compatibility

Your website will be designed for viewing on modern desktop, laptop and mobile devices.

We will test for compatibility in the following desktop browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome.

We will test for compatibility in the following mobile browsers: Apple Safari on iOS and Google Chrome on iOS and Android.

Unless specifically included in the scope of work, we do not code or provide support for browsers or operating systems older than the current release at the time the project is begun, or for pre-release or beta browsers or operating systems.

Work required to support older or non-standard browsers or systems may incur additional charges at our then-current hourly rate.

17. Theme and Plugin Licences and Updates

As we plan the architecture of your website, we may select premium WordPress themes and plugins that require annual licensing fees for continued updates and support.

Premium themes and plugins will be provided at their current software version at the time of installation.

You are responsible for payment of any future licence renewals and implementation of updates for premium themes and plugins, unless you participate in our website management service as outlined below.

Updates and security patches for premium themes and plugins are included as part of our website management service.

We cannot guarantee that future updates or security patches will be available for premium themes and plugins used on your site if you choose not to participate in our website management service.

18. Changes After Launch

The design and development project described in the Proposal of Services concludes when your website is launched.

We are happy to assist with changes to your website after launch. However, any changes or modifications that were not included in the original scope of work, other than fixing existing bugs, will be charged at our then-current hourly rate.

An “existing bug” means an error or defect in the code we provided that existed prior to launch and affects the proper operation or appearance of your website.

The following are examples of changes that will be charged at our hourly rate and are not covered by the initial project cost:

Your website has problems or stops working after an update to WordPress, plugins, or server software (note – our website management plans cover these ongoing issues)
You or a third party add code, scripts or plugins to your site which affect its operation
You require assistance with new plugins or functionality not included in the original project
A new browser version displays your website incorrectly
You or a third party make unauthorised changes or alterations to the website
Your site is hacked, compromised, or you lose files or data
You or a third party disable, remove or alter security, backup or other core plugins
You or a third party migrate the site to a new host, change DNS settings, or alter server configurations

19. The Use of Third-Party Assets

By providing any assets to us (including, without limitation, text, images, artwork, video, music or other content), you confirm that you own the assets or that you have obtained all necessary permissions and licences from the owner to use them on your website.

You agree to indemnify and hold us harmless from any third-party claim that the assets you provided infringe any intellectual property rights.

We guarantee that all elements of the work we deliver are either owned by us or properly licensed for use.

You are responsible for securing appropriate licences for any photography or assets you provide and ensuring you have the legal right to use all such content on your website.

Where we utilise stock images or royalty-free images anywhere other than depositphotos.com:

The cost of licences is not included in the proposal
We will obtain your prior approval before purchasing any stock imagery
Stock image costs will be billed to you at cost, usually on the final project invoice

20. Website Hosting

If we provide hosting for your website, we will use a third-party hosting provider that we deem suitable for your project.

We will take reasonable care in selecting and managing the hosting environment, but we do not guarantee that hosting will be uninterrupted or error-free. Scheduled or emergency maintenance, faults at the data centre, or network issues may result in temporary unavailability of your website.

Unless expressly stated in your Proposal of Services, hosting fees are charged separately on a recurring basis. We reserve the right to review and change hosting fees on giving you reasonable prior notice.

If you choose to host your website with another provider, we will, if included in your scope of work, assist with deployment to that hosting environment. We are not responsible for the performance, security, configuration or reliability of any hosting environment we do not manage.

You are responsible for keeping your hosting account in good standing and for paying any fees due directly to your chosen provider where hosting is in your own name.

21. Cloud Services and Infrastructure

Your website and related services may rely on third-party cloud infrastructure and platforms (for example, content delivery networks, email delivery services, image optimisation services, or similar).

We do not operate these third-party services and cannot guarantee their performance or availability. From time to time, such services may be changed, suspended or discontinued by their providers.

Where reasonably practical, we will work with you to identify and implement alternative services if a particular supplier discontinues its service or changes its terms in a way that materially affects your website. Any significant remediation or reconfiguration work may be chargeable at our then-current hourly rate or subject to a separate Proposal of Services.

22. Website Management Service

If you subscribe to our website management service, the specific inclusions will be set out in your Proposal of Services. Typical inclusions may cover:

Regular secure backups of your website
Core software and plugin updates
Basic uptime monitoring where offered by our tools
Routine security scans and implementation of recommended security plugins

You acknowledge that no website management service can guarantee that a website will never be compromised, hacked or experience issues. Our role is to take reasonable preventative and remedial steps as described in your plan.

Management fees are payable in advance on a monthly, quarterly or annual basis, as set out in your Proposal of Services. We reserve the right to review and adjust our management fees on giving you reasonable prior notice.

If you cancel your website management service, we will cease carrying out backups, updates, security checks and other management tasks at the end of the paid period. You will then be solely responsible for the ongoing maintenance, security and backups of your website.

If you later request that we resume management, we may first need to conduct a review and remedial work to bring the site up to a manageable standard. Such work may be charged at our then-current hourly rate or under a separate fixed-price proposal.

23. Website Editing and Administrative Access

Unless otherwise agreed in the Proposal of Services, you will be provided with a user account that enables you to edit content on your website.

We may, at our discretion, provide either full administrator-level access, or a restricted role that allows day-to-day content changes but not technical configuration changes.

If you or a third party with access to an administrator-level account make changes that affect the performance, stability or security of the website, any remedial work required will be chargeable at our then-current hourly rate.

You are responsible for keeping your login details secure, granting and revoking access for your staff and contractors, and ensuring that anyone you give access to understands how to use the website responsibly.

We recommend that you do not share administrator login details and that you use individual accounts where possible.

24. Your Responsibilities in Website Security

You are responsible for using strong, unique passwords and enabling multi-factor authentication where available for your website user accounts, your hosting account, your domain registrar account, and any related third-party services (for example, payment gateways, email marketing tools).

You must notify us promptly if you suspect or become aware of any security issue affecting your website or related systems.

Where we advise you of specific security recommendations (for example, turning on additional protections or using certain plugins or services), it is your responsibility to consider and implement those recommendations if you wish to benefit from them. If you decide not to implement certain recommendations, you accept the associated risks.

25. Security Breach Notifications and Response

If we become aware of a security incident affecting your website, we will notify you as soon as reasonably practicable and will, where included in your scope of work or management plan:

Investigate the apparent cause of the incident
Use the most recent clean backup to restore the website where appropriate and available
Implement reasonable technical measures to reduce the risk of similar incidents

Our responsibility is limited to the website and systems that we directly manage for you. We are not responsible for breaches or issues arising from third-party systems or integrations not under our control, compromise of user accounts through weak passwords or phishing, or your failure to implement recommended security measures.

You are solely responsible for determining any legal or regulatory obligations that apply to you in relation to a data breach, including notification of affected individuals, regulators or other bodies. We do not provide legal advice and we are not responsible for drafting, issuing or managing any such notifications.

If you ask us to assist with technical investigation, evidence gathering, liaison with your legal advisers, or additional remedial work following a breach, this may be chargeable at our then-current hourly rate unless expressly included in your management plan.

26. Cyber Liability Insurance

You are strongly encouraged to consider obtaining appropriate cyber liability or similar insurance to cover risks such as data breaches, business interruption caused by website or system failures, ransomware or similar attacks, regulatory investigations and fines (where insurable), and claims from third parties arising from security incidents.

We do not provide insurance cover for your business. Our fees do not include any insurance premium on your behalf. Any decision to obtain, maintain or rely on insurance is entirely yours.

27. Third-Party Services and Integrations

Your website may integrate with third-party services, such as payment gateways, booking engines, customer relationship management systems, email marketing platforms, analytics and tracking tools, and social media platforms and widgets.

These third-party services are governed by their own terms and conditions, privacy policies and service levels. You are responsible for reviewing and complying with those terms.

We are not responsible for the availability, performance or security of third-party services, changes made by third parties to their APIs, pricing, terms or features, or any loss or damage arising from your use of third-party services.

If a third-party service changes in a way that requires updates or reconfiguration to your website, such work may be chargeable at our then-current hourly rate or under a separate Proposal of Services.

28. Search Engine Optimisation

Unless otherwise stated in your Proposal of Services, we will follow good practice for foundational on-site search engine optimisation, which may include sensible page structure and headings, and basic meta tags and descriptions where provided or agreed.

We do not guarantee any particular search engine ranking, traffic level or performance outcome. Search engine algorithms and ranking factors are controlled by third parties and may change at any time without notice.

Any extended search engine optimisation work, ongoing campaigns or content marketing services will only be provided if specifically set out in a separate Proposal of Services.d

29. Website Accessibility and Compliance

We will aim to follow good practice for accessibility where this is compatible with your design and budget, but we do not warrant that your website will meet any particular accessibility standard (for example, WCAG 2.1 at a specific level) unless this is expressly included in your scope of work.

You are responsible for determining whether your website must comply with any specific legal or regulatory accessibility requirements in the jurisdictions where you operate or where your users are based.

If you require a site to meet particular standards or to be independently audited for accessibility, this must be discussed and agreed as part of the scope of work and may involve additional fees.

We are not responsible for any loss, claim or regulatory action arising from accessibility or compliance issues where such requirements were not expressly agreed as part of the project scope.

30. Artificial Intelligence Generated Content

Where agreed, we may use artificial intelligence tools to help generate or refine content such as text, images or code for your project.

You acknowledge that AI-generated content may occasionally contain inaccuracies or require human review and editing, that certain AI tools may have specific licensing, use or attribution terms that apply to generated output, and that laws and regulations concerning AI-generated content are evolving and may change over time.

We will take reasonable care when using AI tools, but you are ultimately responsible for reviewing, approving and, where necessary, legally vetting all content before publication.

If you prefer, you may choose to provide all content yourself and instruct us not to use AI tools for content generation.

31. User-Generated Content

If your website allows users to submit or publish content (for example, comments, reviews, forum posts, uploads or similar), you are responsible for setting and communicating appropriate terms of use and moderation rules, monitoring user-generated content for legality, accuracy and compliance with your policies, and removing or moderating content that is unlawful, infringing, offensive or otherwise inappropriate.

We are not responsible for the content posted by your users or any claims arising from user-generated content, including defamation, infringement of intellectual property, privacy violations or breaches of applicable law.

You must ensure that your terms of use and privacy notices clearly explain how user-generated content is handled, moderated, stored and, where relevant, displayed or shared.

If you ask us to implement or adjust technical moderation tools (for example, filters, reporting mechanisms or user blocking functions), this may be chargeable unless expressly included in your scope of work.

32. Legal Pages and Privacy Requirements

Depending on the nature of your website and your location, you may be required by law or regulation to publish legal pages such as a Terms of Use, Privacy Policy, Cookie Policy, Returns or Refund Policy, and other similar pages.

You acknowledge that it is your sole responsibility to determine which laws and regulations apply to your website, including but not limited to privacy and data protection laws, data collection and processing laws, consumer protection laws, and industry-specific regulations.

These may include, but are not limited to, the UK General Data Protection Regulation and Data Protection Act 2018, the EU General Data Protection Regulation (where applicable), and any other privacy or data protection laws applicable in jurisdictions where you operate or where your website users are located.

If we provide standardised legal page templates or recommend third-party policy generators, such materials are provided for reference only. We do not guarantee that they comply with any applicable legal requirements. You should have any such materials reviewed by your solicitor or other qualified legal adviser before publishing.

You are solely responsible for the accuracy and completeness of all legal pages on your website, ensuring they comply with all applicable laws and regulations, and keeping them updated as laws or your business practices change.

You must notify us if any specific legal, regulatory or compliance requirements apply to your website which may affect its design, data collection or functionality. Any such requirements must be included in the scope of work to be considered as part of the services provided.

33. Website Email Deliverability

Your website may send transactional or notification emails (for example, contact form messages, order confirmations or password resets).

Email deliverability depends on factors often outside our control, including the reputation of sending IP addresses and domains, recipient server policies, spam filters and user mailbox limits.

We will set up email sending using appropriate tools or services as agreed, but we cannot guarantee that all emails will reach recipients’ inboxes or avoid spam filters.

You are responsible for monitoring email deliverability and, if needed, configuring DNS records such as SPF, DKIM and DMARC in your domain account and any third-party transactional email services you choose to use.

We can assist with configuration or troubleshooting at our then-current hourly rate if this is outside the agreed project scope.

34. Email Service

Upon request we can provision full email inbox hosting (for example, IMAP mailboxes for your staff).

Where we assist with email setup, it will typically involve configuring DNS records for email-related services, connecting website forms or notifications to your chosen email addresses or email provider, and advising on routing transactional emails via a suitable provider.

If you do not require our full email inbox hosting you remain responsible for your primary email hosting platform (for example, Microsoft 365, Google Workspace or another provider), its costs, storage limits, security and configuration.

We are not liable for loss of or inability to access emails stored with your chosen email provider.

35. Domain Names

Unless explicitly stated in your Proposal of Services, domain name registration and renewal are your responsibility and should be maintained directly with your chosen registrar.

If we register or manage domain names on your behalf, the domain will, where possible, be registered in your name or your organisation’s name. You are responsible for paying renewal fees in a timely manner. We are not liable for loss of a domain caused by your failure to pay renewal fees or respond to registrar communications.

If you later wish to transfer domain management to another provider or into your direct control, we will provide reasonable assistance. Any significant time required to manage transfers or troubleshoot registrar issues may be charged at our then-current hourly rate.

36. Testimonials, Marketing and Attribution Links

Unless you expressly object in writing, you grant us permission to display your name, logo and a short description of the project in our portfolio and marketing materials, describe the work we have carried out for you in case studies and presentations, and include a discreet “Web Design and Maintenance by ThriveHub” or similar attribution link in the footer of your website.

If you later request the removal of any attribution link from your live website, we can do so for a £500 fee and will remove attribution within a reasonable time. Any substantial design or layout changes required to remove or replace such an attribution may be chargeable.

You confirm that any testimonials or endorsements you provide to us for marketing purposes are accurate and based on your genuine views.

37. Our Employees and Contractors

At our discretion, we may utilise employees and/or independent contractors to work on your project.

Some of these employees and contractors may not be based in the United Kingdom and may work from other countries.

You agree not to directly contact, approach or solicit any of our employees or contractors for employment or other contract work of any kind.

38. Disclosure to Law Enforcement

We will disclose information about you or your website to law enforcement agencies or other competent authorities without further consent or notification to you upon lawful request from such agencies or authorities.

We will cooperate fully with all lawful requests from governmental agencies.

39. Indemnification

Indemnification by Client

You agree to indemnify, defend and hold harmless the Company and its officers, employees and agents from and against any claim, damage, loss, liability, cost or expense (including reasonable legal costs) arising out of or connected with:

Your use of the website or any services provided
Any breach of this Agreement by you
Any claim by a third party that any content, material or assets provided by you infringe any third-party rights
Any claim arising from your failure to obtain necessary rights or licences for content you provide

Indemnification by Company

We agree to indemnify, defend and hold harmless you from and against any claim, damage, loss, liability, cost or expense (including reasonable legal costs) arising out of or connected with:

A third-party claim that the code, design or custom elements we created infringe any third-party rights
A breach of this Agreement by us

This indemnity does not apply to claims arising from your modification of our work, your use of our work in combination with third-party materials, your breach of applicable laws, or third-party content or materials you supplied.

Indemnity Procedures

The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement of the claim, and provide reasonable cooperation in the defence.

40. Disclaimer of Warranty

We will perform our services in accordance with good industry practice and standards and to the standard expected of a suitably qualified and experienced professional.

We do not guarantee that our work will be completely error-free.

To the fullest extent permitted by applicable law, we exclude all warranties, conditions and other terms that are implied by statute, common law or otherwise, including all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third-party rights.

Nothing in this Agreement removes or limits any warranty or liability which cannot legally be excluded or limited under applicable law.

41. Limitation of Liability

Nothing in this Agreement limits or excludes our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.

Subject to the above, we shall not be liable to you for any loss of profits, revenue, sales or business, any loss of or damage to data, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, or any indirect, incidental, special, consequential or punitive loss or damage, even if we have been advised of the possibility of such loss.

Subject to the above, our total aggregate liability to you arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by you under the relevant Proposal of Services for the project in question.

These limitations apply even if the limited remedy fails of its essential purpose.

42. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement if such failure or delay is caused by an event beyond that party’s reasonable control, including:

War, terrorism, riot or civil commotion
Natural disasters, extreme weather or natural phenomena
Fire, flood or explosion
Pandemic or epidemic
Government action, restrictions, sanctions or regulations
Failure of utilities, telecommunications or internet services
Strikes, industrial disputes, lockouts or labour disputes
Inability to obtain supplies or services

The affected party shall provide prompt written notice to the other party of the occurrence of the force majeure event and the anticipated duration of its inability to perform.

If a force majeure event continues for more than thirty consecutive days, either party may terminate this Agreement by written notice without further liability.

43. Severability

If any provision of this Agreement is held to be invalid, unlawful or unenforceable by a court of competent jurisdiction, that provision shall be removed or limited to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

This Agreement shall be interpreted in such a manner as to give maximum effect to the parties’ intentions while maintaining the validity of all provisions.

44. Assignment

You may not assign, transfer, subcontract or delegate your rights or obligations under this Agreement without our prior written consent, such consent not to be unreasonably withheld.

We may assign our rights and obligations to a successor company in the event of a merger, sale of assets or other similar transaction, or assign our rights to a related company, provided such assignment does not materially diminish your rights under this Agreement.

This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

45. Entire Agreement

This Agreement, together with any Proposals of Services, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior drafts, agreements, arrangements and understandings, whether written or oral.

Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty not set out in this Agreement.

46. Modifications

We may update or modify this Agreement from time to time. If we do, we will notify you in writing of the changes.

Your continued use of our services after receiving notice will constitute your acceptance of the updated Agreement.

If you do not agree with the changes, you must notify us in writing within ten days of receipt. Failure to do so will be taken as acceptance.

47. Choice of Law and Forum

This Agreement and any related Proposals of Services are governed by the laws of England and Wales.

If a dispute arises regarding the meaning, effect or interpretation of this Agreement, or an alleged breach, the parties agree to attempt resolution through mediation first.

The parties will jointly select a mediator and share the cost equally. If they cannot agree, each party will select a mediator and those mediators will together select a neutral mediator. Unless otherwise agreed, mediation will take place in England and Wales.

If the dispute is not resolved within sixty days of referral to mediation, either party may commence proceedings in the courts of England and Wales, which shall have exclusive jurisdiction.

48. Refusal or Discontinuation of Service

We reserve the right to refuse, restrict or terminate service to any client for any reason, subject to any minimum notice or consumer protection obligations under applicable law.

49. Contact Information

Company Name: OK Software Holdings Limited (trading as ThriveHub)
Company Number: 13775431
Company Address: 23 Luxus House, Forge Lane, Moorlands Trading Estate, Saltash, Cornwall, PL12 6LX, United Kingdom
Telephone: +44 20 4572 9597
Email: hello@thrivehub.app
Website: https://thrivehub-new.wp1.host

50. Signatures and Execution

By signing, both parties acknowledge that they have read, understood and agree to be bound by the terms of this Master Services Agreement.