Terms of Service

Deplova Ltd Terms of Business

Effective date: 6 July 2026

These Terms of Business (“Terms”) set out the agreement between Deplova Ltd, a company registered in England and Wales with company number 16633010 and registered office at 85 Great Portland Street, London, W1W 7LT, GB (“Deplova”, “we”, “us”, “our”), and the client named in the applicable Quotation (“Client”, “you”, “your”).

These Terms apply to the supply of website design, website development, web applications, automations, hosting, maintenance, support, consultancy, and related digital services.

1. Business Customers Only

1.1 These Terms apply only where the Client enters into the Agreement wholly or mainly for purposes relating to its trade, business, craft, or profession.

1.2 By accepting a Quotation, the Client confirms that it is acting in the course of business and that the person accepting the Agreement has authority to bind the Client.

1.3 If the Client is an individual acting wholly or mainly outside a trade, business, craft, or profession, it must notify Deplova before accepting a Quotation. Separate consumer terms may apply.

2. Definitions

In these Terms:

Agreement means these Terms, the applicable Project Summary, Quotation, payment request, invoice, Statement of Work, and any written variation agreed between the parties.

Client means the business, organisation, sole trader, partnership, company, or other legal entity purchasing Services from Deplova.

Client Representative means any person who requests Services, provides instructions, approves work, accepts a Quotation, or makes payment on behalf of the Client. The Client warrants that each Client Representative has authority to bind the Client.

Deliverables means the website, web application, automation, designs, code, documentation, configuration, content, or other work product expressly described in the Project Summary or Quotation.

Fees means the charges, third-party costs, expenses, upfront payments, milestone payments, charges for Ongoing Services, and other sums payable by the Client as stated in the applicable Quotation, Project Summary, invoice, or payment request.

Ongoing Services means any continuing hosting, maintenance, support, monitoring, administration, updates, or related services expressly described in the applicable Project Summary or Quotation.

Project Summary means the written description of the Services, scope, Deliverables, assumptions, exclusions, Fees, payment arrangements, and relevant timescales supplied by Deplova to the Client by email, proposal, quotation, invoice, Stripe payment request, project-management system, or other written communication before the Client makes payment.

Quotation means any written proposal, quotation, statement of work, invoice, payment request, or order confirmation issued by Deplova.

Services means all website design, website development, web application development, automation, hosting, maintenance, support, consultancy, and related digital services supplied by Deplova.

3. Formation of the Agreement and Acceptance of Terms

3.1 A Quotation, Project Summary, invoice, or Stripe payment request issued by Deplova is an invitation to treat and is valid only for the period stated in it or, if no period is stated, for 30 days from its issue date.

3.2 Before making payment, the Client will be provided with or directed to:

• a) the applicable Project Summary or Quotation;
• b) these Terms; and
• c) where relevant, any additional written terms relating to third-party services, hosting, support, data processing, or specific project requirements.

3.3 The Client accepts the Agreement when it makes the first payment requested by Deplova, including payment made through Stripe, bank transfer, card payment, or another payment method approved by Deplova.

3.4 Where Deplova uses Stripe Payment Links or Stripe Checkout, the Client may be required to actively confirm acceptance of these Terms through the terms acceptance function made available on the Stripe payment page. The Client acknowledges that completion of payment after being presented with these Terms constitutes acceptance of the Agreement.

3.5 An Agreement is formed only when Deplova receives the first payment in cleared funds, unless Deplova confirms acceptance in writing before then.

3.6 By making payment, the Client confirms that:

• a) it has read, understood, and accepted these Terms;
• b) it has reviewed the Project Summary, Quotation, invoice, or payment request relating to the Services;
• c) it agrees that the Services, Deliverables, Fees, assumptions, exclusions, and timings are those set out in the written Project Summary or Quotation supplied by Deplova;
• d) the person making payment has authority to bind the Client; and
• e) it is entering into the Agreement wholly or mainly for purposes relating to its trade, business, craft, or profession.

3.7 Any verbal discussion, telephone call, meeting, recommendation, estimate, or informal statement shall form part of the Agreement only where it is expressly confirmed by Deplova in writing in the applicable Project Summary, Quotation, email, change request, or other written communication before the Client makes payment.

3.8 The Client acknowledges that it has not relied on any statement, promise, estimate, representation, or assurance that is not expressly recorded in writing as part of the Agreement, except that nothing in this clause limits liability for fraud or fraudulent misrepresentation.

3.9 The Client’s own purchase order terms, procurement terms, or other standard terms shall not apply unless expressly agreed in writing by an authorised representative of Deplova.

3.10 If there is any conflict between the documents forming the Agreement, the following order of priority applies:

• a) the applicable Project Summary, Quotation, or Statement of Work;
• b) any written variation or change request agreed after the Project Summary or Quotation;
• c) these Terms.

4. Scope of Services and Changes

4.1 Deplova will provide the Services and Deliverables stated in the Quotation.

4.2 Any item, function, integration, content creation, migration, support activity, compliance work, security work, accessibility work, optimisation, training, or other activity not expressly included in the Quotation is outside scope.

4.3 The Client may request changes to the Services or Deliverables. Deplova may, at its discretion:

• a) confirm that the change is included in the existing scope;
• b) issue a revised Quotation or change request setting out any impact on Fees, timing, or deliverables; or
• c) decline the change request.

4.4 Deplova is not required to carry out a requested change until it has been confirmed in writing.

4.5 Verbal discussions, informal messages, or assumptions do not change the scope of the Agreement unless confirmed in writing by Deplova.

4.6 Any estimates, assumptions, feature lists, wireframes, mock-ups, prototypes, or suggested approaches are subject to change as the project develops unless they are expressly stated to be fixed requirements in the Quotation.

5. Client Responsibilities

5.1 The Client shall:

• a) provide accurate, complete, lawful, and up-to-date Client Materials, information, instructions, approvals, and access reasonably required by Deplova;
• b) provide required materials within the timescales agreed or reasonably requested by Deplova;
• c) nominate a suitably authorised person to provide instructions, approvals, feedback, and acceptance decisions;
• d) ensure that all Client Materials are accurate, lawful, appropriate, and do not infringe any third-party rights;
• e) obtain all necessary permissions, licences, consents, and approvals for Client Materials, data, branding, content, mailing lists, cookies, analytics, advertising, and third-party services;
• f) keep all passwords, access credentials, API keys, recovery details, and administrative access secure;
• g) promptly notify Deplova of any suspected unauthorised access, malware, security incident, or loss of credentials;
• h) maintain its own copies of Client Materials and business-critical data; and
• i) comply with all laws, regulations, policies, and industry requirements that apply to its business, website, products, services, content, and data processing.

5.2 The Client is responsible for reviewing all Deliverables before approval, including all content, functionality, legal notices, pricing, commercial information, links, contact details, user journeys, and integrations.

5.3 The Client is responsible for obtaining its own legal, financial, tax, regulatory, accessibility, advertising, and data protection advice. Unless expressly stated in a Quotation, Deplova does not provide legal, regulatory, tax, accessibility, or compliance certification.

5.4 The Client shall not make, or permit any third party to make, material changes to any Deliverable during development without Deplova’s written consent. Deplova is not responsible for defects, delays, losses, or additional work caused by unauthorised changes.

6. Timing, Delays, and Project Management

6.1 Any dates, milestones, timelines, launch dates, or delivery estimates are estimates only unless expressly stated in writing to be fixed.

6.2 Time shall not be of the essence in relation to Deplova’s performance of the Services.

6.3 Deplova may rely on the Client’s information, approvals, feedback, content, access, third-party suppliers, and decisions. Delays caused by the Client, its staff, suppliers, or third parties may extend project timescales.

6.4 If the Client fails to provide required information, materials, approvals, or access within a reasonable time, Deplova may:

• a) pause the affected Services;
• b) revise the project timetable;
• c) reallocate development resources;
• d) require a revised Quotation before resuming work; and/or
• e) charge for additional work reasonably required as a result of the delay.

6.5 Deplova may communicate with the Client using email, project management systems, messaging platforms, or other agreed communication channels. The Client is responsible for ensuring that its contacts monitor these channels and respond promptly.

7. Fees, Invoicing, and Payment

7.1 All Fees, upfront payments, milestone payments, charges for Ongoing Services, third-party costs, and payment dates shall be set out in the applicable Quotation or otherwise agreed in writing.

7.2 Unless stated otherwise in the Quotation, Fees are exclusive of VAT and any other applicable taxes.

7.3 The Client shall pay invoices in full, in cleared funds, by the payment date stated on the invoice.

7.4 The Client shall not withhold, deduct, set off, or counterclaim against any payment due to Deplova unless required by law.

7.5 Deplova may invoice for:

• a) agreed upfront payments;
• b) completed milestones;
• c) work performed;
• d) Ongoing Services;
• e) approved change requests;
• f) third-party costs, licences, subscriptions, domains, software, services, and expenses not included in the Quotation; and
• g) reasonable charges arising from Client delays, additional requests, or work outside scope.

7.6 Unless Deplova agrees otherwise in writing, all payments received are non-refundable once work has been scheduled, costs have been incurred, third-party services have been procured, or Services have been performed.

7.7 If the Client disputes an invoice, it must notify Deplova in writing before the payment due date, explaining the specific basis of the dispute. The Client must still pay any undisputed portion of the invoice by the due date.

7.8 If payment is overdue, Deplova may, without limiting its other rights:

• a) suspend the Services;
• b) suspend access to hosting, websites, applications, support systems, or Deliverables;
• c) delay or withhold Go-Live, publication, transfer, migration, or handover work;
• d) charge interest and recover costs as permitted by applicable law;
• e) recover reasonable debt collection, legal, and enforcement costs; and/or
• f) terminate the Agreement in accordance with clause 16.

7.9 No licence, assignment, ownership transfer, access right, or right to use Deliverables shall take effect until all sums due to Deplova under the Agreement have been paid in full.

8. Ongoing Services

8.1 Where Deplova provides Ongoing Services, the scope, inclusions, exclusions, response arrangements, service hours, fees, term, notice period, and any service-level commitments shall be those stated in the Quotation.

8.2 Unless expressly stated in the Quotation, Ongoing Services do not include:

• a) new features or major design changes;
• b) substantial content updates;
• c) custom development;
• d) third-party software troubleshooting;
• e) recovery from malware, hacking, compromised credentials, or unauthorised changes;
• f) legal, regulatory, accessibility, SEO, or security audits;
• g) emergency or out-of-hours work; or
• h) work caused by Client errors, third-party changes, or events outside Deplova’s reasonable control.

8.3 Deplova may use reasonable judgement to determine whether a request is included in the agreed scope of Ongoing Services. Work outside scope will be subject to a separate Quotation or written approval.

8.4 Deplova may update, replace, remove, or reconfigure technical components where reasonably necessary to maintain security, compatibility, performance, or operational continuity, provided this does not materially reduce the agreed core functionality without reasonable notice where practicable.

9. Hosting, Security, Backups, and Support

9.1 Where hosting is provided, Deplova will use reasonable skill and care in selecting and managing hosting arrangements appropriate to the Services.

9.2 Unless expressly stated in the Quotation, Deplova does not guarantee uninterrupted availability, error-free operation, uninterrupted access, specific uptime levels, recovery times, search rankings, page speed scores, email delivery, third-party availability, or protection against every security threat.

9.3 Deplova may carry out maintenance, updates, security work, emergency work, or technical changes. Where reasonably practicable, Deplova will give advance notice of planned work likely to materially affect availability.

9.4 Backups, if included, are intended as a reasonable operational safeguard and not as a substitute for the Client maintaining its own independent backups. Deplova does not guarantee that every backup will be available, complete, current, or capable of restoring every item of data.

9.5 The Client remains responsible for checking that its website, application, forms, payment processes, communications, data capture, and other business-critical functions operate as required.

9.6 Deplova may suspend or restrict access without liability where reasonably necessary to protect the Client, Deplova, users, systems, data, or third parties, including where there is suspected non-payment, malware, misuse, unlawful activity, security risk, spam, excessive resource use, or breach of the Agreement.

10. Domains, Third-Party Services, and External Providers

10.1 The Client is responsible for all domain names, third-party software, plugins, hosting providers, payment processors, email providers, API providers, analytics services, advertising platforms, stock assets, fonts, and other external services unless expressly included in the Quotation.

10.2 Where practical, third-party accounts should be created in the Client’s legal name and under an email address controlled by the Client.

10.3 Where Deplova purchases, renews, administers, or configures a third-party service on the Client’s behalf, the Client shall reimburse all associated costs unless expressly included in the Quotation.

10.4 The Client acknowledges that third-party services are subject to their own terms, technical limitations, pricing, availability, policies, security arrangements, and changes. Deplova is not responsible for any failure, change, withdrawal, security incident, price change, suspension, or incompatibility caused by a third party.

10.5 Deplova may recommend third-party services but does not warrant their suitability, security, availability, compliance, or continued operation.

10.6 The Client is responsible for checking renewal dates, payment details, ownership records, recovery details, and administrative contacts for any domain names or third-party accounts under its control.

11. Intellectual Property Rights

11.1 Each party retains ownership of all intellectual property rights it owned before the Start Date or developed independently of the Agreement.

11.2 The Client retains ownership of all Client Materials.

11.3 Deplova retains ownership of all Background Materials, including reusable code, frameworks, templates, tools, utilities, libraries, processes, systems, know-how, design systems, and generic components.

11.4 Subject to full payment of all Fees, Deplova grants the Client a non-exclusive, worldwide, perpetual, non-transferable licence to use the Deliverables for the Client’s own internal and business purposes.

11.5 The licence in clause 11.4 does not permit the Client to:

• a) sell, licence, distribute, publish, or provide the Deliverables as a product or service to third parties;
• b) reuse Deplova’s Background Materials outside the Deliverables;
• c) extract, copy, replicate, reverse engineer, or commercialise Deplova’s reusable systems, frameworks, templates, or processes; or
• d) remove copyright, ownership, licence, or attribution notices without Deplova’s written consent.

11.6 Any third-party materials included in the Deliverables are subject to the applicable third-party licence terms. The Client is responsible for complying with those terms.

11.7 The Client grants Deplova a non-exclusive, royalty-free licence to use, reproduce, adapt, store, and process Client Materials solely to the extent necessary to provide the Services.

11.8 The Client warrants that the use of Client Materials in connection with the Services will not infringe any third-party rights or breach any law.

11.9 Unless the Client has agreed in writing that a project is confidential, Deplova may display the Client’s name, logo, website, Deliverables, and a non-confidential description of the Services in its portfolio, case studies, award entries, social media, presentations, and marketing materials.

12. Data Protection

12.1 Each party shall comply with applicable data protection law, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations where applicable.

12.2 The Client is normally the controller of personal data collected through its website, web application, automation, customer communications, or business systems.

12.3 Where Deplova processes Client Data on the Client’s behalf, Deplova shall act as processor and the Data Processing Schedule in clause 13 shall apply.

12.4 The Client shall ensure that it has a lawful basis for all personal data it collects, uses, shares, stores, or instructs Deplova to process.

12.5 The Client is responsible for ensuring that its website and services have appropriate privacy information, cookie information, consent mechanisms, data retention arrangements, direct marketing controls, and procedures for responding to individual rights requests.

12.6 Unless expressly included in a Quotation, Deplova does not provide legal advice or certification on data protection, cookies, electronic marketing, consumer law, accessibility, advertising, or regulatory compliance.

13. Data Processing Schedule

This clause applies where Deplova processes personal data on behalf of the Client as a processor.

13.1 Processing Details

The subject matter, duration, nature, and purpose of processing are to provide the Services, including hosting, maintenance, support, development, testing, troubleshooting, backups, administration, automation, and related technical services.

The processing may include collection, storage, access, retrieval, consultation, alteration, transmission, backup, restoration, deletion, and other processing required to provide the Services.

Personal data may include contact details, account details, website enquiry data, user-submitted data, technical data, communications, customer information, employee information, and any other personal data included by or on behalf of the Client in the Services.

Data subjects may include the Client’s staff, contractors, customers, prospects, suppliers, website visitors, application users, and other individuals whose data is included in Client Data.

The Client’s rights and obligations are those of a controller under applicable data protection law.

13.2 Documented Instructions

Deplova shall process Client Data only on the Client’s documented instructions, as set out in the Agreement, Quotation, or written instructions from an authorised Client representative, unless required to do otherwise by law.

13.3 Confidentiality

Deplova shall ensure that persons authorised to process Client Data are subject to an appropriate duty of confidentiality.

13.4 Security

Deplova shall implement appropriate technical and organisational measures to protect Client Data, taking into account the nature of the Services, the risks involved, and the state of available technology.

13.5 Sub-Processors

The Client authorises Deplova to use subcontractors, hosting providers, cloud providers, software providers, support providers, and other sub-processors where reasonably required to provide the Services.

Deplova shall ensure that sub-processors are subject to written obligations providing substantially equivalent protection for Client Data.

Where reasonably practicable, Deplova shall notify the Client of material intended changes to sub-processors that may materially affect the processing of Client Data. The Client may object on reasonable data protection grounds. If the parties cannot agree a suitable solution, either party may terminate the affected Services on reasonable written notice.

13.6 Assistance

Taking into account the nature of the processing and the information available to Deplova, Deplova shall provide reasonable assistance to the Client in relation to:

• a) individual rights requests;
• b) security obligations;
• c) personal data breach notifications;
• d) data protection impact assessments; and
• e) consultations with supervisory authorities.

Where such assistance falls outside the agreed scope of Services, Deplova may charge reasonable Fees, provided that the need for assistance was not caused by Deplova’s breach of the Agreement or applicable data protection law.

13.7 Personal Data Breaches

Deplova shall notify the Client without undue delay after becoming aware of a personal data breach affecting Client Data and shall provide reasonable cooperation in investigating and responding to the breach.

13.8 International Transfers

Deplova shall not transfer Client Data outside the United Kingdom except where permitted by applicable data protection law, necessary to provide the Services, authorised by the Client, or required by law.

13.9 Return and Deletion

On termination of the relevant Services, and at the Client’s written choice, Deplova shall return or delete Client Data, unless retention is required by law.

Data held in backups or archived systems may remain until deleted through Deplova’s ordinary backup and deletion cycle, provided that such data is kept secure and is not otherwise actively used.

13.10 Audits

On reasonable written notice and no more than once in any 12-month period, the Client may request information reasonably necessary to demonstrate Deplova’s compliance with this clause.

Where reasonably necessary, the Client may conduct an audit during normal business hours, subject to reasonable security, confidentiality, and operational safeguards. The Client shall bear its own audit costs and shall not unreasonably disrupt Deplova’s business or access information relating to other clients.

14. Acceptance and Defects

14.1 The Client shall review Deliverables promptly when made available for review.

14.2 Unless a different review period is specified in the Quotation, the Client shall notify Deplova in writing of any material failure of the Deliverables to meet the agreed specification within seven Business Days of delivery.

14.3 If the Client does not provide a valid written rejection within that period, the Deliverables shall be deemed accepted.

14.4 A valid rejection must identify the relevant Deliverable, the specific material defect, and the part of the agreed specification that has not been met.

14.5 Deplova shall use reasonable efforts to correct a valid material defect reported in accordance with this clause.

14.6 Minor defects, cosmetic matters, matters outside scope, third-party issues, subjective preference changes, or defects caused by Client Materials, Client instructions, unauthorised changes, or third-party services shall not entitle the Client to reject the Deliverables.

14.7 Go-Live, publication, operational use, or use of a Deliverable for business purposes shall constitute acceptance unless otherwise agreed in writing.

15. Warranties and Disclaimers

15.1 Deplova warrants that it will provide the Services with reasonable skill and care.

15.2 Except as expressly stated in the Agreement, all warranties, representations, conditions, and other terms, whether express or implied, are excluded to the fullest extent permitted by law.

15.3 Deplova does not warrant or guarantee that any Deliverable or Service will:

• a) be uninterrupted, error-free, secure, or free from vulnerabilities;
• b) meet a particular commercial outcome;
• c) achieve any level of sales, traffic, leads, revenue, ranking, conversion, engagement, or marketing result;
• d) comply with any legal or regulatory requirement not expressly identified in the Quotation;
• e) remain compatible with all future browsers, devices, operating systems, plugins, APIs, platforms, payment providers, search engines, or third-party services; or
• f) be suitable for a purpose not expressly communicated to and accepted by Deplova in writing.

16. Suspension and Termination

16.1 The Agreement shall continue for the project term and, where applicable, the term of any Ongoing Services stated in the Quotation.

16.2 Either party may terminate Ongoing Services by giving the notice stated in the Quotation.

16.3 Where no notice period is stated in the Quotation, either party may terminate Ongoing Services by giving 30 days’ written notice.

16.4 Deplova may suspend or terminate the Agreement immediately by written notice if the Client:

• a) fails to pay an undisputed invoice by the due date and does not remedy that failure within seven days of written notice;
• b) commits a material breach of the Agreement and fails to remedy that breach within 14 days of written notice, where the breach is capable of remedy;
• c) provides unlawful, infringing, defamatory, abusive, harmful, misleading, or inappropriate content or instructions;
• d) uses the Services for spam, malware, fraud, unlawful activity, or activity likely to damage Deplova, its systems, suppliers, or reputation;
• e) becomes insolvent, enters administration, liquidation, or a similar process; or
• f) materially compromises the security or operation of the Services.

16.5 If the Client terminates a project or Ongoing Services without Deplova being in material breach, the Client shall pay:

• a) all Fees due for Services performed up to the termination date;
• b) all agreed Fees for completed milestones;
• c) all non-cancellable third-party costs and commitments; and
• d) reasonable costs incurred by Deplova as a direct result of the termination.

16.6 On termination:

• a) the Client’s right to use Deplova’s systems, hosting, support, and other Ongoing Services shall cease at the end of the applicable paid period or earlier where suspension or immediate termination is permitted;
• b) all outstanding invoices and charges shall become immediately due and payable;
• c) Deplova may remove public access to hosted Deliverables after giving reasonable notice where practicable;
• d) the Client’s licence to use Deliverables shall continue only where all relevant Fees have been paid in full; and
• e) clauses intended to survive termination, including payment, intellectual property, confidentiality, liability, indemnity, data protection, and governing law clauses, shall continue in force.

17. Exit, Migration, and Handover

17.1 Where the Client requests the transfer, migration, export, handover, or release of a website, application, domain, codebase, database, Client Data, configuration, or other Deliverable, Deplova will use reasonable efforts to assist, subject to:

• a) full payment of all undisputed sums due under the Agreement;
• b) the Client providing necessary permissions, credentials, recipient details, and instructions;
• c) the technical limitations of third-party services; and
• d) a separate Quotation for work outside the agreed scope.

17.2 Deplova may withhold delivery of code, Deliverables, and other materials for which payment has not been made in full.

17.3 Nothing in this clause permits Deplova to retain or use Client Data contrary to applicable data protection law or clause 13.

17.4 The Client is responsible for ensuring that any new provider has the technical capability, accounts, licences, and access required to receive and operate the transferred materials.

17.5 Deplova is not responsible for faults, downtime, data loss, security incidents, loss of functionality, or other issues arising after transfer to the Client or a third party, except to the extent caused directly by Deplova’s failure to perform agreed migration work with reasonable skill and care.

18. Confidentiality

18.1 Each party shall keep the other party’s Confidential Information confidential and shall use it only for performing or receiving the Services.

18.2 Confidential Information does not include information that:

• a) is or becomes public through no breach of the Agreement;
• b) was lawfully known before disclosure;
• c) is lawfully received from a third party without restriction; or
• d) is independently developed without use of the other party’s Confidential Information.

18.3 A party may disclose Confidential Information where required by law, court order, regulator, professional adviser, insurer, or auditor, provided it gives notice where legally permitted.

18.4 This clause shall continue for three years after termination of the Agreement, except for trade secrets and personal data, which shall remain protected for so long as they remain confidential or protected by law.

19. Liability

19.1 Nothing in the Agreement excludes or limits liability for:

• a) death or personal injury caused by negligence;
• b) fraud or fraudulent misrepresentation; or
• c) any other liability which cannot lawfully be excluded or limited.

19.2 Subject to clause 19.1, Deplova’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, negligence, misrepresentation, restitution, breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable by the Client under the relevant Quotation in the 12 months preceding the event giving rise to the claim.

19.3 Subject to clause 19.1, Deplova shall not be liable for:

• a) loss of profit, revenue, sales, business, opportunity, contracts, anticipated savings, goodwill, or reputation;
• b) loss, corruption, interception, or unavailability of data;
• c) business interruption;
• d) loss arising from third-party services, platforms, suppliers, or providers;
• e) loss caused by Client Materials, Client instructions, Client delays, Client errors, or unauthorised access;
• f) indirect or consequential loss; or
• g) any loss that was not reasonably foreseeable at the date of the Agreement.

19.4 The Client shall take reasonable steps to mitigate any loss it suffers.

20. Client Indemnity

20.1 The Client shall indemnify Deplova against all reasonable losses, liabilities, damages, costs, expenses, claims, and legal fees arising from:

• a) Client Materials;
• b) the Client’s breach of the Agreement;
• c) the Client’s breach of applicable law;
• d) the Client’s misuse of the Services or Deliverables;
• e) any allegation that Client Materials infringe a third party’s rights; or
• f) any instruction from the Client which causes Deplova to breach the rights of a third party or applicable law.

20.2 Deplova shall notify the Client promptly of any claim for which it seeks indemnification and shall allow the Client reasonable involvement in the defence and settlement of that claim, provided that the Client may not settle any claim in a way that imposes liability, admission, or obligation on Deplova without Deplova’s written consent.

21. Force Majeure

21.1 Neither party shall be liable for delay or failure in performing its obligations where caused by an event beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, pandemics, utility failures, internet failures, hosting failures, cyber-attacks, supplier failures, government action, or failures of third-party services.

21.2 The affected party shall use reasonable efforts to reduce the effect of the event and resume performance as soon as reasonably practicable.

22. Changes to These Terms

22.1 Deplova may update these Terms from time to time.

22.2 Updated Terms shall apply to new Quotations issued after the effective date of the update.

22.3 For existing Ongoing Services, Deplova will give reasonable notice of any material change. If a material change substantially disadvantages the Client, the Client may terminate the affected Ongoing Services before the change takes effect, subject to payment of all Fees due for Services already supplied.

23. General

23.1 Nothing in the Agreement creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency relationship between the parties.

23.2 The Client may not assign, transfer, subcontract, charge, or deal with any of its rights or obligations under the Agreement without Deplova’s written consent.

23.3 Deplova may assign or transfer its rights and obligations to a group company, successor, purchaser of its business, or professional adviser, provided this does not materially reduce the Client’s rights under the Agreement.

23.4 A failure or delay by either party to exercise a right or remedy does not waive that right or remedy.

23.5 If any provision of the Agreement is invalid, unlawful, or unenforceable, it shall be modified to the minimum extent necessary or removed, and the remaining provisions shall remain in force.

23.6 A person who is not a party to the Agreement shall have no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

23.7 Notices under the Agreement must be in writing and sent by email to the contact details stated in the Quotation, or to any replacement contact details notified in writing.

23.8 The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior discussions, correspondence, understandings, and representations.

23.9 Each party acknowledges that it has not relied on any statement or representation not expressly included in the Agreement, except that nothing in this clause limits liability for fraud or fraudulent misrepresentation.

23.10 Any variation to the Agreement must be agreed in writing by an authorised representative of both parties.

24. Governing Law and Jurisdiction

24.1 The Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

24.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.