CTNY Client Terms and Conditions

Last Updated: December 2025

These Terms and Conditions govern the provision of digital consulting services provided by CTNY, including, but not limited to, operations support, lead generation, go-to-market planning, and web development services. By engaging our services or making any payment, you agree to be bound by these terms.

1. Definitions

"We", "us", "our" refers to the service provider (CTNY).

"You", "your", "Client" refers to the individual or company engaging our services.

"Services" means all digital consulting, web development, and related services we provide.

"Deliverables" means the final outputs agreed in the project scope.

"Project" means the specific work commissioned under these terms.

2. Scope of Services

2.1 Project Scope

All projects begin with an agreed written brief outlining the scope of work, timelines, and deliverables. This brief forms part of these terms.

2.2 Changes to Scope

Any changes or additions to the agreed scope must be requested in writing. We will assess whether changes constitute scope creep and inform you of any additional costs before proceeding. Changes requiring additional work will be subject to additional fees.

2.3 Subcontracting

We reserve the right to engage specialist subcontractors or third-party service providers at our discretion to deliver services. We remain fully responsible for the quality and delivery of all work, regardless of whether subcontractors are used. Any subcontractors used will be bound by confidentiality obligations equivalent to our own.

3. Payment Terms

3.1 Payment Structures

Depending on the nature and value of the project, payment will be structured as follows:

Recurring Retainer: Full payment due upfront at the beginning of each billing period (monthly).

Larger Projects (over £5,000):

• 30% deposit due before work commences

• 40% due upon pre-release completion

• 30% due upon final handover

Smaller Projects (under £5,000):

• 50% deposit due before work commences

• 50% due when the website or deliverable goes live

Instalment Plans: For agreed projects, costs may be split into 6-12 monthly payments as mutually agreed in writing.

3.2 Currency

Invoices will be issued in GBP or USD as agreed at the project outset.

3.3 Payment Due Dates

Unless otherwise specified, all invoices are due within 14 days of the invoice date. Time for payment is of the essence.

3.4 Non-Refundable Deposits

All deposits paid are non-refundable, regardless of project cancellation or termination, as they represent work already commenced, time reserved, and opportunity costs incurred.

3.5 Late Payment

If payment is not received by the due date:

• We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate.

• We may suspend all work on your project until payment is received.

• We may charge a late payment administration fee of £40 for each overdue invoice.

• All intellectual property remains our property until full payment is received (see Section 4).

3.6 Disputed Invoices

If you dispute any invoice, you must notify us in writing within 7 days of receipt, providing detailed reasons. Undisputed portions must still be paid on time.

4. Intellectual Property Rights

4.1 Ownership Before Full Payment

Until full and final payment is received for all services and deliverables, all intellectual property rights (including but not limited to copyright, design rights, source code, graphics, and content) remain our exclusive property. This applies even if work has been uploaded to your staging environment, code repository, or live systems.

4.2 Transfer Upon Full Payment

Upon receipt of full payment for the project, all intellectual property rights in the custom work created specifically for you will transfer to you, with the following exceptions set out in Section 4.3.

4.3 Retained Rights

We retain full ownership of:

• Pre-existing code, templates, frameworks, libraries, tools, and methodologies developed by us prior to your project or independently of your project.

• Reusable components, functions, or systems that have general application beyond your specific project.

• Any background intellectual property used in the delivery of services.

You receive a non-exclusive, perpetual licence to use these retained elements as incorporated into your deliverables, but you may not extract, reuse, or repurpose them separately.

4.4 Third-Party Components

Deliverables may include third-party components, open-source software, plugins, or stock assets, which are subject to their own licences. We will identify any such components where practicable. You are responsible for complying with any third-party licence terms.

4.5 Portfolio and Marketing Rights

You grant us a perpetual, non-exclusive licence to showcase the work we have created for you in our portfolio, case studies, and marketing materials. We may display screenshots, describe the project, and identify you as a client unless you expressly request confidentiality in writing.

4.6 Partially Completed Projects

If a project is terminated before completion or if you have not made full payment, you have no rights to any work, code, designs, or deliverables produced. We retain all intellectual property and you must not use, copy, or reproduce any materials. In exceptional circumstances, we may agree in writing to grant a licence for work completed and paid for on a pro-rata basis.

5. Your Responsibilities

5.1 Timely Cooperation

You agree to:

• Provide timely responses to our requests for information, feedback, and approvals.

• Supply all necessary content, materials, images, copy, and access credentials by agreed deadlines.

• Provide access to any relevant systems, platforms, or third-party services required for the project.

• Assign a primary point of contact with authority to make decisions.

5.2 Impact of Delays

If your delay in providing required materials or feedback exceeds 14 days from our request, we reserve the right to:

• Extend project timelines accordingly, with no liability for late delivery.

• Place the project on hold and invoice for work completed to date.

• Terminate the project and retain all payments made.

5.3 Content and Legal Compliance

You warrant that:

• All materials you provide (text, images, trademarks, logos) do not infringe third-party intellectual property rights.

• You have all necessary rights and permissions to use and authorise us to use such materials.

• Your use of the deliverables will comply with all applicable laws and regulations.

You agree to indemnify us against any claims arising from your breach of these warranties.

6. Quality and Revisions

6.1 Quality Standards

We will perform all services with reasonable skill and care.

6.2 Revision Period

Following delivery or go-live of the project, you have 14 days to request reasonable revisions or corrections to issues that do not meet the agreed specification. Revisions requested during this period will be completed at no additional charge, provided they fall within the original scope.

6.3 Post-Revision Period Work

After the 14-day revision period, the project is considered complete and closed. Any further changes, updates, additions, or maintenance work will be treated as a new project and will be subject to separate fees.

6.4 Out-of-Scope Revisions

Revisions that fall outside the agreed scope, or that constitute new features or functionality, will be quoted separately and are not included in the revision period.

6.5 No Warranties

Except as expressly stated in these terms, we provide no warranties, guarantees, or representations regarding the services or deliverables. All implied warranties are excluded to the fullest extent permitted by law.

7. Limitation of Liability

7.1 Liability Cap

Our total aggregate liability to you for any claims arising from or in connection with the services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you for the specific project giving rise to the claim.

7.2 Excluded Losses

We shall have no liability for:

• Loss of profits, revenue, business, contracts, or anticipated savings.

• Loss or corruption of data.

• Indirect or consequential losses.

• Losses arising from your use of third-party hosting, services, or infrastructure.

• Claims made more than 6 months after the date of final delivery.

7.3 Third-Party Services

We are not responsible for the performance, availability, or costs of third-party services, hosting providers, domain registrars, payment processors, or other external platforms that you choose to use.

7.4 Data and Security

While we will handle any data in accordance with good industry practice and applicable laws (including UK GDPR where applicable), we are not liable for:

• Data breaches or security incidents arising from your systems, credentials, or infrastructure.

• Your failure to implement recommended security measures.

• Loss of data held on your own systems or third-party platforms.

7.5 Nothing in these terms excludes liability

Nothing in these terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

8. Data Protection and Confidentiality

8.1 Data Protection

Where we process personal data on your behalf, we will do so in accordance with UK GDPR and the Data Protection Act 2018. You acknowledge that you are the data controller and we are the data processor. You are responsible for ensuring you have a lawful basis for processing and for compliance with all data protection obligations.

8.2 Confidentiality

We will treat all information you provide as confidential and will not disclose it to third parties except:

• To subcontractors bound by equivalent confidentiality obligations.

• Where required by law.

• Where you give us explicit permission.

• Information in the public domain or which becomes public through no fault of ours.

8.3 Your Confidentiality Obligations

You agree to keep confidential any proprietary tools, methodologies, or technical processes we use in delivering services to you.

9. Hosting and Infrastructure

9.1 Your Responsibility

You are responsible for procuring and paying for all hosting, domain names, SSL certificates, third-party services, and infrastructure required to operate your website or platform. We may recommend providers, and may receive a commission for doing so, but the contract and ongoing relationship is between you and the provider.

9.2 No Hosting Liability

We have no liability for hosting downtime, performance issues, data loss, or costs arising from hosting or infrastructure services.

10. Termination

10.1 Termination by You - Recurring Retainers

For recurring retainer arrangements, you may terminate by giving us 30 days' written notice. You remain liable for payment for the full notice period. No refunds will be given for any unused portion of pre-paid retainers.

10.2 Termination by You - Fixed Projects

For fixed-term projects, you may terminate at any time by giving written notice. Upon termination:

• You must immediately pay all outstanding invoices plus fees for work completed to date.

• We will invoice you for a minimum of 50% of the remaining project value as a kill fee, representing our anticipated profit and opportunity cost (at our discretion, this may be increased or waived depending on project circumstances).

• All intellectual property remains our property.

• You must immediately cease using any deliverables or work-in-progress.

10.3 Termination by Us

We may terminate immediately by written notice if:

• You fail to pay any invoice within 30 days of the due date.

• You breach any material term of this agreement.

• You become insolvent or enter bankruptcy proceedings.

• We reasonably believe continuing the relationship would damage our reputation or expose us to liability.

Upon termination by us, all outstanding fees become immediately due and payable.

10.4 Effect of Termination

Termination does not affect any rights or obligations that have already accrued. Sections relating to payment, intellectual property, confidentiality, liability, and dispute resolution survive termination.

11. Dispute Resolution

11.1 Informal Resolution

If a dispute arises, both parties agree to first attempt to resolve it through good faith negotiation.

11.2 Mediation

If negotiation does not resolve the dispute within 14 days, either party may refer the matter to mediation. Both parties will cooperate in selecting a mediator and will share the costs equally.

11.3 Arbitration

If mediation does not resolve the dispute within 30 days, the dispute shall be referred to arbitration under the rules of the Chartered Institute of Arbitrators. The decision of the arbitrator shall be final and binding.

11.4 Continuing Obligations

Pending resolution of any dispute, both parties will continue to perform their obligations under these terms where possible, except for any obligations that are the specific subject of the dispute.

12. General Terms

12.1 Entire Agreement

These terms, together with any written project brief or scope document, constitute the entire agreement between us and supersede all prior discussions, correspondence, or agreements.

12.2 Variations

No variation of these terms shall be valid unless agreed in writing and signed by both parties.

12.3 Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government restrictions, or failure of internet or telecommunication services.

12.4 Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.5 Waiver

Failure to enforce any provision of these terms does not constitute a waiver of that provision or any other provision.

12.6 Assignment

You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to any third party with notice to you.

12.7 Third Parties

No third party has any right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.

12.8 Notices

All notices must be in writing and sent by email to the address provided by the relevant party. Notices are deemed received 24 hours after sending (or on the next business day if sent on a weekend or bank holiday).

12.9 Governing Law and Jurisdiction

These terms are governed by the laws of England and Wales. Both parties submit to the non-exclusive jurisdiction of the courts of England and Wales, subject to the dispute resolution provisions in Section 11.

Contact

For any questions regarding these terms, please contact us at hello@ctny.co.uk.

By engaging our services or making any payment, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.