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TERMS AND CONDITIONS OF SERVICE

Last Updated: January 22, 2026

1. BUSINESS STATUS & DEFINITIONS

1.1. BUSINESS CUSTOMER STATUS (CRITICAL):

The Client confirms that they are entering into this Agreement for the purposes of their trade, business, craft, or profession. This Agreement is a Business-to-Business (B2B) commercial contract and is not subject to the Consumer Rights Act 2015. The Client acknowledges that the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this Service.

1.2. DEFINITIONS:

  • "The Company" refers to Sovarius Ltd (trading as "Vopoi"), a company registered in England and Wales.
  • "The Client" refers to the business entity using the Service.
  • "Service" refers to the website development, managed hosting, and Resold Services (including domain registration and email provisioning) provided by The Company.
  • "Subscription" refers to the recurring monthly payment made by the Client.
  • "Capital Project" refers to a project where the Client pays a substantial agreed upfront fee explicitly designated as a "Capital Build" on the invoice.
  • "Subscription Project" refers to a project where the development cost is amortized over the monthly Subscription.

2. THE SERVICE & INFRASTRUCTURE

2.1. Managed Service Scope & Allocations:

The Company provides a "Managed Service Provider" (MSP) model. The Subscription covers two distinct areas:

(a) Technical Maintenance (Included):

Independent of the Client's update allowance, The Company will perform routine technical maintenance necessary to keep the Website functioning (e.g., server updates, security patches).

  • Bug Definition: The Company will fix bugs in its own code, defined strictly as verifiable software errors causing a failure of the Website to render or function as intended (e.g., broken links, script errors).
  • Exclusions: This explicitly excludes subjective visual preferences, design adjustments, pixel alignment requests, or layout changes requested after sign-off, which are classified as Content Updates. It also excludes issues caused by Client misuse or third-party plugins.

(b) Content Updates (Limited Allowance):

The Client is entitled to one (1) Standard Content Update per month. During the first month only, the Client is entitled to two (2) Updates.

  • Definition: A single "Update" is defined as one consolidated email or ticket containing the requested changes. Multiple separate emails will be counted as separate Updates.
  • Fair Use: Updates are strictly for minor content changes (text/images) and are limited to approx. 30 minutes of developer time.

2.2. Third-Party Dependencies & Resold Services: The Client acknowledges that The Company uses third-party infrastructure (e.g., cloud hosting, email providers) to deliver the Service. The Company acts as an intermediary agent/reseller. The Company is not liable for server outages, email delivery failures, emails marked as spam, or data breaches caused solely by the third-party host.

2.3. Proprietary Features: Certain features (e.g., Inquiry Forms) rely on The Company’s proprietary backend scripts. These are not part of the portable "Website Code" and will cease to function if the Website is moved to a different host.

2.4. Security & Integrity: The Company reserves the right to refuse or disable the installation of any plugin, script, or software that it deems a security risk or performance liability.

3. PAYMENT TERMS

3.1. Fees: The Client agrees to pay the monthly subscription fee in advance. All prices are exclusive of VAT.

3.2. Price Adjustments: The Company reserves the right to increase the Subscription fee upon 30 days' written notice.

3.3. Suspension, Deletion & Interest:

  • Suspension: If payment is not received within seven (7) days of the due date, The Company may suspend the Service.
  • Interest: If payment remains outstanding for seven (7) days, The Company reserves the right to charge interest on the overdue amount at the statutory rate of 8% plus the Bank of England base rate, calculated daily.
  • Deletion: If payment remains outstanding for sixty (60) days, The Company reserves the right to permanently delete the Client’s website data and email contents from its servers.

3.4. Indivisible Service: The Service is provided as an indivisible package. The transfer of a Domain Name to the Client’s direct control, or the non-use of specific features (e.g., Email), does not constitute a valid reason for a reduction, refund, or partial credit of the Subscription Fee.

4. INTELLECTUAL PROPERTY & OWNERSHIP

4.1. Domain Name Ownership:

  • (a) Client-Owned: If the Client transfers an existing domain to The Company, or pays the full registration fee upfront, the Client retains legal ownership.
  • (b) Company-Owned: If The Company registers a new domain as part of a Subscription Project (zero upfront), Sovarius Ltd retains legal ownership until the IP Purchase Price is paid.

4.2. Ownership Scenario A: Subscription Projects: Sovarius Ltd retains full legal ownership of the Website code, design, and layout. The Client is granted a non-exclusive, revocable license to use the Website while the Subscription is active.

4.3. Ownership Scenario B: Capital Projects: If the project is designated as a "Capital Build" on the invoice, the Client owns the HTML, CSS, and frontend code upon full payment. Note: This does not include ownership of the Domain or Hosting account.

4.4. Client Content: The Client retains full ownership of any text, images, and logos they provide.

4.5. Portfolio Rights: The Client grants The Company a perpetual, irrevocable, worldwide license to display the Website (including screenshots and the Client’s logo) in The Company’s portfolio and marketing materials to demonstrate The Company’s work.

5. DOMAIN RESTRICTIONS

5.1. Administration: For Company-Owned domains, the domain is registered to Sovarius Ltd as the administrative contact.

5.2. Circumvention: Attempting to recover a Company-Owned Domain via a regulator (e.g., Nominet) without paying the IP Purchase Price will result in the IP Purchase Price immediately becoming a due and payable debt.

6. CANCELLATION AND PURCHASE OPTIONS

6.1. Cancellation: The Client may cancel the Service by providing at least three (3) business days' written notice prior to the next billing date.

6.2. Effect of Cancellation & Data Retention: Upon cancellation, the Website will be taken offline at the end of the billing period. Data will be retained for a grace period of thirty (30) days following termination, after which it will be permanently erased. The Company is not liable for data loss after this period.

6.3. Optional IP Purchase (Transfer of Ownership):

If the Client wishes to transfer the Website code or Company-Owned Domain to a third-party host, they may exercise the option to purchase the Intellectual Property rights.

  • Price: The Purchase Price for the transfer of ownership is agreed as twelve (12) times the monthly Subscription fee (Exclusive of VAT) currently in force.
  • Nature of Fee: The Client acknowledges this is not a termination penalty, but an agreed commercial price for the purchase of the digital assets and code ownership.

6.4. No Refunds: Payments are non-refundable. There are no refunds for partially used billing periods.

7. ACCEPTABLE USE

7.1. Prohibited Use: The Client is prohibited from using the Service for illegal activities, spamming, hosting malware, or content that incites violence.

7.2. Termination: The Company may terminate the Service immediately without refund for such violations.

7.3. Upstream Compliance: The Client acknowledges that the Service relies on upstream infrastructure. The Client agrees to abide by the Acceptable Use Policies of The Company’s upstream providers. The Company reserves the right to terminate the Service immediately if the Client’s actions threaten the integrity of The Company’s upstream hosting account or other clients.

8. LIMITATION OF LIABILITY (ALLOCATION OF RISK)

8.1. Statutory Compliance: Nothing in these Terms limits liability for death, personal injury caused by negligence, or fraud.

8.2. Third-Party Providers: The Company is not liable for downtime or data loss caused by third-party providers.

8.3. Financial Limit & Allocation of Risk: The Client acknowledges that the Subscription fee is set at a low rate based on the allocation of risk set out in this Agreement. Accordingly, The Company’s total aggregate liability to the Client (whether in contract, tort, negligence, or otherwise) shall be strictly limited to the total amount paid by the Client to The Company in the three (3) months preceding the event giving rise to the claim. If the Client requires higher liability coverage, they should arrange their own business interruption insurance.

8.4. Consequential Loss: Under no circumstances shall The Company be liable for loss of profit, loss of revenue, or business interruption.

9. DATA PROTECTION (GDPR) & PRIVACY

9.1. Roles: The Client is the Data Controller; The Company is the Data Processor.

9.2. Responsibility: The Company may provide templates, but the Client is solely responsible for ensuring their privacy notices comply with the UK GDPR.

9.3. Liability for Data: The Company is not liable for data breaches resulting from compromised Client passwords, phishing, or vulnerabilities in third-party plugins requested by the Client.

10. DISCLAIMERS & PERFORMANCE

10.1. No Trade Endorsement: Vopoi does not vet or endorse the trade qualifications of our Clients.

10.2. No Performance Guarantee: The Company does not guarantee specific search engine rankings, traffic volumes, or lead generation numbers.

11. INDEMNITY

The Client agrees to indemnify The Company against all claims, damages, and legal fees arising out of: (a) Client's content; (b) Client's breach of this Agreement; (c) Illegal use of the Service.

12. FORCE MAJEURE

The Company shall not be liable for failure to perform obligations due to events beyond its reasonable control (e.g., ISP failure, war, acts of God).

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties. No modification shall be effective unless in writing and signed by both parties.

14. SEVERABILITY

If any provision (including the IP Purchase Price calculation) is found unenforceable, the court is invited to substitute a reasonable commercial figure rather than voiding the clause entirely.

15. LEGAL COMPLIANCE

The Client is solely responsible for the lawful handling of data and ensuring business operations meet legal requirements.

16. GOVERNING LAW

These Terms shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

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