1. Scope of Services
Phoenix Digital Scotland ("the Company", "we", "us", "our") provides website design and development, search engine optimisation, AI agent workflow creation, web application development, and ongoing website care plans to small and medium-sized businesses across the United Kingdom.
The specific scope of each project is defined in a written proposal or statement of work agreed by both parties before any work begins. Any work outside the agreed scope will be quoted separately and requires written approval before proceeding.
We reserve the right to refuse or withdraw services at our discretion, subject to any outstanding obligations under a signed agreement.
2. Quotations and Pricing
All quotations are valid for 30 days from the date of issue unless otherwise stated. Quotations are fixed-price unless explicitly described as estimates or time-and-materials engagements.
Prices quoted are exclusive of VAT unless stated otherwise. Where VAT applies, it will be charged at the prevailing UK rate and added to the invoice total.
Additional work requested beyond the agreed scope will be quoted separately. No additional work will be undertaken without written approval from the client.
3. Payment Terms
For fixed-price projects, our standard payment terms are:
- 50% deposit payable upon acceptance of the quotation and signing of the agreement. Work will not commence until the deposit has been received.
- 50% balance payable upon completion of the project and delivery of the final work, or upon go-live, whichever occurs first.
For website care plans (the only recurring service), payment is due monthly in advance on the date of the first invoice. All other services, including AI agent builds, SEO packages and content packages, are quoted as one-off fees payable per the fixed-price terms above.
Invoices are payable within 14 days of the date of issue unless alternative terms have been agreed in writing. Late payments may incur interest at 3% above the Bank of England base rate, calculated on a daily basis from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
All payments should be made via bank transfer to the account details provided on the invoice.
4. Cancellation and Refunds
Before work begins: If you cancel a project after signing the agreement but before work has commenced, the deposit is fully refundable minus any administration costs incurred (capped at £100).
During the project: If you cancel a project after work has commenced, the deposit is non-refundable. You will be invoiced for any additional work completed beyond the deposit amount, calculated proportionally against the total project fee. All work completed to date will be delivered to you upon payment of the outstanding balance.
Care plans: Website care plans are the only service paid on a recurring basis. Care plans require 30 days' written notice to cancel. You may cancel at any time with 30 days' notice; no further charges will be applied after the notice period expires. There are no long-term lock-in contracts.
AI Agent builds: For AI agent workflow projects, the same cancellation terms apply. In addition, any third-party platform costs incurred on your behalf (such as API credits, hosting, or software licences) are non-refundable once purchased.
5. Intellectual Property
Client ownership: Upon receipt of full payment for a project, you receive full ownership of all bespoke work delivered as part of that project. This includes website designs, custom code, content created specifically for your project, and AI agent workflows built for your business.
Third-party assets: Some projects may incorporate third-party assets such as stock images, fonts, plugins, or software libraries. These remain subject to their respective licences. We will identify any third-party components and their licence terms in the project documentation.
Company retained rights: We retain ownership of our general methodologies, processes, frameworks, and reusable code components developed independently of your project. We may use anonymised learnings from your project to improve our services for other clients.
Source files: Upon completion and full payment, we will provide all source files, design assets, and documentation as specified in the project agreement. We recommend maintaining your own backups of all delivered files.
6. AI Agent Services: Additional Terms
The following additional terms apply specifically to AI agent workflow creation services:
Data and access: You grant us limited access to your business tools (email, calendar, CRM, invoicing platforms) for the sole purpose of building and testing AI agent workflows. We will never access or share your data beyond what is necessary for the agreed project.
Human-in-the-loop: All AI agents we build include human approval checkpoints for irreversible actions. Nothing will be sent to your customers, published, or financially committed without your pre-defined approval rules being satisfied.
Cost caps: Token and API usage costs for AI agents are capped at levels agreed during the project scoping. If costs approach the agreed cap, we will notify you before any further usage occurs.
Accuracy limitations: AI agents handle pattern-based work reliably. Edge cases and unusual scenarios will be escalated to a human operator. We scope and cap agent capabilities honestly, and will communicate limitations clearly during the build process.
Data retention: Agent data stays in your accounts. We do not retain copies of your business data after project completion unless explicitly agreed for ongoing support services.
7. Limitation of Liability
To the maximum extent permitted by law:
Our total liability to you for any loss or damage arising from or in connection with our services shall not exceed the total fees paid by you to us in the 12 months preceding the claim.
We shall not be liable for any indirect, consequential, or special loss or damage, including but not limited to loss of profits, loss of revenue, loss of business, or loss of data.
We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, government action, pandemic, internet outages, or third-party service failures.
Nothing in these terms shall limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.
8. Confidentiality
Both parties agree to keep confidential all proprietary information shared during the course of the working relationship. This includes business strategies, customer data, technical details, financial information, and any other information not in the public domain.
We will not disclose your confidential information to any third party without your written consent, except where required by law or where necessary to deliver the agreed services (for example, engaging sub-contractors who are bound by equivalent confidentiality obligations).
This obligation of confidentiality survives termination of the agreement for a period of 2 years.
9. Warranties and Disclaimers
We warrant that all services will be performed with reasonable skill and care, in accordance with generally accepted industry standards.
We provide a 30-day warranty on delivered work following project completion or go-live. During this period, we will fix any defects or issues arising from our work at no additional cost. This warranty does not cover issues caused by modifications made by you or third parties after handover, or by changes to third-party platforms beyond our control.
Unless explicitly stated in the project agreement, we do not guarantee specific results including but not limited to search engine rankings, traffic levels, conversion rates, or revenue outcomes.
10. Governing Law
These terms and any dispute arising from or in connection with our services shall be governed by and construed in accordance with the laws of Scotland.
Any disputes shall be subject to the exclusive jurisdiction of the courts of Scotland. Both parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing formal legal proceedings.
11. Changes to These Terms
We may update these terms from time to time. The current version will always be available at phoenixdigitalscotland.co.uk/terms.html. Continued use of our services after changes are posted constitutes acceptance of the updated terms.
12. Contact
If you have any questions about these terms, please contact us:
Email: hello@phoenixdigitalscotland.co.uk
Phone: +44 7743 921266