Terms and Conditions
Effective date: 1st May 2026
1. About these Terms
1.1 These Terms and Conditions apply to the supply of Services by Yellow Circle Web Solutions Limited, a company registered in England and Wales with company number 05707449, whose registered office is Ebenezer House, Ryecroft, Newcastle-under-Lyme, Staffordshire ST5 2BE. In these Terms, Yellow Circle Web Solutions Limited is referred to as Yellow Circle, we, us or our.
1.2 These Terms apply to business customers only. They are not intended for consumers. The person, company, partnership or other organisation that purchases or receives the Services is referred to as Client, you or your.
1.3 These Terms form part of the Contract between Yellow Circle and the Client. The Contract also includes the Agreement, Order, Statement of Work, quotation, support plan, maintenance plan, hosting schedule, project plan or other written document that describes the Services and the commercial terms agreed between the parties.
1.4 If there is any conflict between these Terms and an Agreement or Statement of Work, the Agreement or Statement of Work will take priority only to the extent of that conflict, provided it is signed by both parties or expressly accepted by Yellow Circle in writing.
1.5 Any terms supplied by the Client, including purchase order terms, procurement terms or supplier onboarding terms, are excluded unless Yellow Circle expressly agrees to them in writing and signs them. Accepting a purchase order, starting work or issuing an invoice does not mean that Yellow Circle accepts the Client’s terms.
1.6 The Contract is the entire agreement between the parties for the relevant Services. The Client confirms that it has not relied on any statement, representation, assurance or promise that is not set out in the Contract.
1.7 These Terms apply to all new Agreements entered into on or after the Effective Date and replace and supersede any previous terms and conditions, service terms, payment terms, project terms or other standard terms previously issued by Yellow Circle in relation to those Services. Any earlier signed contract will continue to apply only to the extent that it expressly relates to work already agreed before the Effective Date.
2. Definitions
2.1 In these Terms, the following words have the meanings set out below.
| Term | Meaning |
|---|---|
| Acceptance Criteria | Any written criteria agreed by the parties for deciding whether a Deliverable has been completed. If no criteria are agreed, the criteria will be whether the Deliverable materially complies with the Agreement or Statement of Work. |
| Business Day | Any day other than a Saturday, Sunday or public holiday in England. |
| Client Materials | Any content, data, images, text, trade marks, brand assets, login details, documents, product information, policies, approvals, feedback, instructions or other materials provided by or on behalf of the Client. |
| Contract | The agreement between Yellow Circle and the Client, made up of these Terms and the relevant Agreement, Order, Statement of Work, quotation or other written agreement. |
| Deliverables | The items that Yellow Circle agrees to create or provide as part of the Services, such as website designs, code, copy, configuration, reports, documentation, prototypes, templates, hosting arrangements or support outputs. |
| Fees | The charges payable for the Services, together with VAT, expenses, third-party costs and other sums payable under the Contract. |
| Go-live | The point at which a website, platform, application, campaign, content, configuration or other Deliverable is made available in a live environment or otherwise released for operational use. |
| Agreement | Any agreement, quotation, estimate, project specification, Statement of Work, order form, email confirmation or other written document issued or accepted by Yellow Circle that describes the Services. |
| Services | The services to be supplied by Yellow Circle, including where applicable strategy, discovery, design, UX, website development, ecommerce development, software development, content, search optimisation, hosting, support, maintenance, consultancy, training and related services. |
| Third-Party Services | Products, software, licences, hosting platforms, payment gateways, plugins, themes, APIs, integrations, stock assets, subscriptions or services provided by third parties. |
2.2 References to written approval or written agreement include approval or agreement by email.
2.3 Words such as including, include or in particular are examples and do not limit the wider meaning of the relevant wording.
3. Formation of the Contract
3.1 A Contract is formed when any of the following occurs:
a. the Client signs or accepts an Agreement;
b. the Client confirms by email or other written communication that Yellow Circle should proceed;
c. the Client pays a deposit, first instalment or other upfront payment;
d. Yellow Circle starts providing the Services at the Client’s request; or
e. the Client otherwise indicates acceptance of the Services or these Terms.
3.2 Yellow Circle may withdraw or amend any Agreement before acceptance. Unless stated otherwise, an Agreement is valid for 30 days from its date.
3.3 Yellow Circle is not obliged to start work until any required deposit, first instalment, signed acceptance, access details, onboarding information and Client Materials have been received.
4. Scope of Services
4.1 Yellow Circle will provide the Services described in the relevant Agreement. Anything not expressly included in the Agreement is excluded.
4.2 The Client acknowledges that digital projects depend on assumptions, timely decisions, third-party systems and information supplied by the Client. Yellow Circle will use reasonable care and skill, but does not guarantee that any website, ecommerce store, software, content, campaign or other Deliverable will achieve any particular ranking, traffic, sales, leads, revenue, conversion rate, visibility in search engines, visibility in AI search systems or other commercial outcome.
4.3 Yellow Circle may make reasonable changes to the Services if required to comply with law, security requirements, platform requirements, technical constraints, third-party requirements or good professional practice. Where the change materially affects the Services, Yellow Circle will notify the Client.
4.4 Dates, milestones and timescales are estimates unless the Contract expressly states that a date is fixed and time is of the essence for that date. Yellow Circle is not responsible for delays caused by the Client, a third party, a change request, late payment, unavailable access, incomplete content, delayed approvals or circumstances outside Yellow Circle’s reasonable control.
4.5 Yellow Circle may provide Services remotely unless the Agreement expressly states otherwise. Meetings may be held by telephone, video call or in person, at Yellow Circle’s discretion.
5. Client Responsibilities
5.1 The Client must cooperate with Yellow Circle and provide, in a timely manner, all information, decisions, feedback, content, access, permissions and materials reasonably needed to provide the Services.
5.2 The Client is responsible for the accuracy, completeness, legality and suitability of all Client Materials. This includes product data, pricing, VAT treatment, delivery information, legal policies, images, copy, claims, testimonials, intellectual property, personal data and regulated content.
5.3 The Client must ensure that it has all rights, licences, consents and permissions needed for Yellow Circle to use the Client Materials and perform the Services.
5.4 The Client must nominate a main contact with authority to give instructions, approve work, agree changes and make commercial decisions on behalf of the Client.
5.5 If the Client fails to provide required information, feedback, approvals, access or payment on time, Yellow Circle may suspend work, extend milestones, charge for wasted time, charge additional project management time, revise the Fees, move the project to the next available production slot or terminate the Contract.
5.6 The Client must not use the Services, Deliverables, hosting, software or systems in any way that is unlawful, harmful, abusive, misleading, infringing, defamatory, discriminatory, obscene, malicious, fraudulent or likely to damage Yellow Circle’s reputation, systems or suppliers.
6. Project Process, Feedback and Acceptance
6.1 Yellow Circle’s project process may include discovery, planning, design, development, content, testing, review, training, Go-live and support stages. The precise process will depend on the Services purchased.
6.2 The Client must review Deliverables promptly and provide consolidated feedback within the period stated in the Agreement. If no period is stated, feedback must be provided within 5 Business Days.
6.3 Feedback must be specific, reasonable and within the agreed scope. Yellow Circle may charge additional Fees for unclear, contradictory, late, repeated or out-of-scope feedback.
6.4 Unless the Agreement says otherwise, the Fees include up to two reasonable rounds of revisions to design Deliverables. Additional revisions, major direction changes or changes after approval are chargeable.
6.5 A Deliverable will be treated as accepted when any of the following occurs:
a. the Client confirms acceptance in writing;
b. the Deliverable materially meets the Acceptance Criteria;
c. the Client uses the Deliverable for live, operational, commercial or public purposes;
d. the Client does not provide written rejection, with specific reasons, within 5 Business Days of being asked to review it; or
e. the Client requests Go-live.
6.6 The Client may not reject a Deliverable for minor defects that do not materially prevent its use. Yellow Circle will use reasonable endeavours to correct material defects notified during the agreed review period.
7. Changes to Scope
7.1 Any change to the agreed scope, assumptions, functionality, design direction, content volume, integrations, platforms, deadlines or responsibilities must be agreed through Yellow Circle’s change control process.
7.2 Yellow Circle may charge for scoping, estimating and managing change requests.
7.3 Yellow Circle is not required to carry out any change request until the parties have agreed the impact on Fees, timings and scope in writing.
7.4 Examples of chargeable changes include additional pages, additional templates, new functionality, new integrations, repeated design changes, changes after approval, content rewrites, migration of additional data, changes caused by third-party systems, urgent work and work required because Client Materials were inaccurate, late or incomplete.
8. Fees, Expenses and VAT
8.1 The Client must pay the Fees set out in the Agreement.
8.2 All Fees are exclusive of VAT unless expressly stated otherwise. VAT and any other applicable taxes must be paid by the Client in addition to the Fees.
8.3 Yellow Circle may charge for reasonable expenses, disbursements and third-party costs incurred in connection with the Services. These may include travel, accommodation, subsistence, stock assets, specialist software, licences, plugins, themes, hosting, domains, payment gateway costs, API costs, subscriptions, contractors and supplier charges.
8.4 Where Yellow Circle gives an estimate rather than a fixed price, the estimate is not a cap. Yellow Circle will use reasonable endeavours to notify the Client if the estimate is likely to be materially exceeded.
8.5 Yellow Circle may require payment by Direct Debit, bank transfer, card payment or any other method specified by Yellow Circle.
8.6 Retainer, support, hosting and maintenance Fees may be increased on 30 days’ written notice. Unless a different increase is stated in the Agreement, Yellow Circle may increase recurring Fees once per year by the greater of 5% or the percentage increase in the Consumer Prices Index over the previous 12 months.
9. Payment Terms
9.1 Payment must be made by the due date stated in the invoice, Agreement or agreed payment schedule. If no due date is stated, payment is due within 7 days of the invoice date.
9.2 Time for payment is of the essence. This means that paying on time is a fundamental obligation of the Client.
9.3 The Client must pay all sums in full, without deduction, withholding, set-off, counterclaim or retention, except where required by law.
9.4 Yellow Circle may invoice deposits, instalments, milestones, monthly retainers, hosting fees, third-party costs and out-of-scope work in advance.
9.5 Yellow Circle may require cleared payment before starting work, continuing work, releasing Deliverables, granting licences, transferring files, providing access, starting Go-live, completing handover or providing support.
9.6 If the Client disputes an invoice, the Client must notify Yellow Circle in writing within 5 Business Days of the invoice date, giving full details of the dispute. The Client must pay any undisputed amount by the due date. If the Client does not raise a dispute within that period, the invoice will be treated as accepted.
9.7 If any payment is late, Yellow Circle may, without limiting any other rights:
a. charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998;
b. charge fixed compensation and reasonable debt recovery costs where permitted by law;
c. suspend all Services, hosting, support, maintenance, licences, access, Go-live, releases, handover and further work;
d. withdraw credit terms and require payment in advance;
e. remove the project from the production schedule and charge restart or remobilisation Fees;
f. withhold or revoke any licence to use Deliverables until all overdue sums are paid;
g. instruct debt recovery agents or solicitors; and
h. terminate the Contract.
9.8 The Client remains liable for all Fees during any period of suspension caused by late payment or Client default.
9.9 Yellow Circle is not liable for any loss, delay, interruption, missed deadline, website downtime, loss of sales, reputational issue or other consequence arising from suspension, withholding or termination due to late payment.
10. Deposits, Instalments and Non-Cancellation
10.1 Unless the Agreement states otherwise, deposits and upfront payments are non-refundable because Yellow Circle allocates time, resources and production capacity to the Client’s project.
10.2 If the Client cancels, pauses or abandons a project after acceptance, Yellow Circle may charge the greater of:
a. all Fees for work completed, committed, allocated or scheduled up to the cancellation date;
b. all non-cancellable third-party costs and supplier commitments;
c. 50% of the total project Fees; or
d. if more than 75% of the project has been completed, 100% of the total project Fees.
10.3 Yellow Circle may treat a project as abandoned if the Client fails to respond, provide materials, approve work or make required decisions for more than 20 Business Days. Yellow Circle may then invoice all sums due, close the project, remove it from the production schedule and charge additional Fees to restart it.
10.4 A pause requested by the Client is subject to Yellow Circle’s written agreement. Yellow Circle may charge pause, storage, remobilisation and rescheduling Fees.
11. Third-Party Services
11.1 Third-Party Services are provided by third parties and are subject to their own terms, policies, service levels, pricing and availability. Yellow Circle is not responsible for the acts, omissions, failures, changes, outages, price increases or terms of third-party providers.
11.2 The Client is responsible for paying Third-Party Services directly unless the Agreement states that Yellow Circle will purchase them on the Client’s behalf.
11.3 Where Yellow Circle purchases Third-Party Services on the Client’s behalf, the Client must reimburse Yellow Circle in advance or on demand. Yellow Circle may add a reasonable administration charge.
11.4 Yellow Circle does not guarantee that any Third-Party Service will remain available, compatible, secure, supported or unchanged. If a Third-Party Service changes or fails, any work required from Yellow Circle will be chargeable unless expressly included in an active support plan.
11.5 The Client is responsible for complying with the terms of Third-Party Services, including payment gateway terms, ecommerce platform rules, software licences, email marketing rules, advertising platform terms, hosting terms and domain registrar terms.
12. Hosting, Domains, Email and Acceptable Use
12.1 Hosting, domain, DNS, email and related infrastructure services are supplied only where expressly included in the Agreement.
12.2 If Yellow Circle supplies hosting, the Client must comply with Yellow Circle’s Acceptable Usage Policy as updated from time to time. Yellow Circle may suspend or restrict hosting where required for security, legal, technical, supplier or misuse reasons.
12.3 Yellow Circle does not guarantee uninterrupted hosting, email delivery, domain availability, DNS propagation time, website speed or absence of cyber attacks.
12.4 The Client is responsible for maintaining accurate domain ownership details, renewal decisions, mailbox usage, email deliverability practices, password security and internal user access.
12.5 Yellow Circle may refuse, suspend or remove any content or activity that it reasonably believes is unlawful, harmful, infringing, abusive, malicious, insecure, excessive, likely to disrupt systems or in breach of applicable policy.
13. Ecommerce and Regulated Activities
13.1 For ecommerce projects, the Client is responsible for product information, pricing, VAT and tax treatment, shipping rules, refund rules, consumer notices, product compliance, age restrictions, regulated products, payment gateway approval, privacy notices, cookies, trading disclosures and all legal obligations that apply to the Client’s business.
13.2 Yellow Circle may assist with technical implementation, but does not provide legal, tax, financial, regulatory or compliance advice.
13.3 The Client must test checkout, payment, tax, shipping, stock, notification and order processes before Go-live. The Client remains responsible for approving the store as ready to trade.
13.4 Yellow Circle is not responsible for chargebacks, fraud, payment gateway decisions, tax errors, product compliance, stock errors, fulfilment issues, refund disputes or consumer claims arising from the Client’s trading activity.
14. Content, SEO and Marketing Outputs
14.1 Where Yellow Circle provides content, search optimisation, GEO, UX research, analytics, reporting or related services, Yellow Circle will use reasonable care and skill.
14.2 The Client acknowledges that rankings, indexing, AI search visibility, traffic, conversion rates, leads, enquiries and sales depend on many factors outside Yellow Circle’s control. Yellow Circle does not guarantee any particular result.
14.3 The Client is responsible for reviewing and approving all claims, technical statements, regulated statements, prices, offers, testimonials, case studies, product descriptions, employment statements, equality statements and sector-specific wording before publication.
14.4 Yellow Circle may rely on information supplied by the Client when preparing content. Yellow Circle is not responsible for losses caused by inaccurate, incomplete, unlawful or misleading Client information.
15. Intellectual Property
15.1 All Intellectual Property Rights in Client Materials remain owned by the Client or its licensors.
15.2 The Client grants Yellow Circle a non-exclusive, worldwide, royalty-free licence to use, copy, adapt and modify Client Materials as needed to provide the Services.
15.3 Subject to full payment of all Fees and other sums due, Yellow Circle grants the Client a non-exclusive, non-transferable licence to use the final Deliverables for the Client’s own internal and external business purposes in connection with the project for which they were created.
15.4 Until Yellow Circle has received full cleared payment of all sums due, all Intellectual Property Rights in the Deliverables remain owned by Yellow Circle or its licensors, and the Client has no right to use, publish, copy, transfer, modify or exploit them except with Yellow Circle’s written permission.
15.5 Yellow Circle retains ownership of its pre-existing materials, know-how, methods, processes, frameworks, code libraries, reusable components, development tools, templates, techniques, ideas, systems and general knowledge. Yellow Circle may use these for other clients.
15.6 Unless expressly agreed in writing, Yellow Circle is not required to transfer source files, raw design files, editable files, development repositories, build tools, unused concepts, internal documentation, project management records or working files.
15.7 Open-source software and Third-Party Services are licensed under their own terms. The Client must comply with those terms.
15.8 Yellow Circle may display the Client’s name, logo, screenshots, project summary, testimonial and link to the completed work in its portfolio, marketing, awards, social media and case studies, unless the Client has expressly requested confidentiality in writing before the project starts.
16. Confidentiality
16.1 Each party must keep the other party’s confidential information secret and must not use or disclose it except as needed to perform the Contract, exercise rights under the Contract, comply with law or obtain professional advice.
16.2 Confidential information does not include information that is publicly available, already lawfully known, independently developed without breach, or lawfully received from a third party.
16.3 Yellow Circle may disclose confidential information to its employees, contractors, professional advisers, insurers, suppliers and subcontractors where reasonably needed for the Contract, provided they are subject to appropriate confidentiality obligations.
17. Data Protection
17.1 Each party must comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
17.2 The parties acknowledge that the Client will usually be the controller and Yellow Circle will usually be the processor where Yellow Circle processes personal data on behalf of the Client as part of the Services. There may be circumstances where Yellow Circle acts as an independent controller, including for its own client administration, billing, compliance, marketing and business records.
17.3 Where Yellow Circle acts as processor for the Client, Yellow Circle will:
a. process personal data only on the Client’s documented instructions, unless required by law;
b. ensure that persons authorised to process the personal data are subject to confidentiality obligations;
c. take appropriate technical and organisational measures to protect the personal data;
d. use sub-processors where reasonably required to provide the Services, provided appropriate contractual protections are in place;
e. assist the Client, taking into account the nature of the processing and information available to Yellow Circle, with data subject rights, security obligations, personal data breach obligations and data protection impact assessments;
f. at the end of the Services, delete or return personal data as reasonably requested by the Client, unless retention is required by law or for legitimate business records;
g. provide reasonable information to demonstrate compliance with this clause; and
h. notify the Client if, in Yellow Circle’s opinion, an instruction infringes data protection law.
17.4 The Client gives Yellow Circle general authorisation to use sub-processors needed to provide the Services, including hosting providers, software providers, payment providers, email providers, analytics providers, contractors and professional suppliers.
17.5 The Client is responsible for ensuring that it has a lawful basis for supplying personal data to Yellow Circle and for ensuring that all privacy notices, cookie notices, consents and policies required for the Client’s website, ecommerce store, software or marketing activity are accurate and lawful.
17.6 Yellow Circle is not responsible for the Client’s compliance with data protection law except to the extent expressly required by law or this Contract.
18. Security
18.1 Yellow Circle will use reasonable care and skill when providing security-related Services. However, no website, software, hosting environment, email system or online service can be guaranteed to be completely secure.
18.2 The Client is responsible for using strong passwords, protecting access credentials, managing staff access, applying appropriate internal policies, keeping local devices secure and notifying Yellow Circle promptly of suspected security issues.
18.3 Unless expressly included in the Agreement or an active support plan, Yellow Circle is not responsible for ongoing monitoring, security patching, malware removal, vulnerability remediation, backups, disaster recovery or incident response after Go-live.
18.4 Yellow Circle is not liable for losses caused by weak passwords, compromised Client accounts, Client user error, third-party attacks, unsupported software, Client refusal to apply updates, or the Client’s failure to maintain appropriate security arrangements.
19. Warranties
19.1 Yellow Circle warrants that it will provide the Services with reasonable care and skill.
19.2 Yellow Circle does not warrant that the Deliverables will be error-free, uninterrupted, compatible with every browser, device, platform or third-party system, or suitable for any purpose not expressly stated in the Agreement.
19.3 The Client warrants that:
a. it has authority to enter into the Contract;
b. the Client Materials are accurate, lawful and complete;
c. Yellow Circle’s use of the Client Materials will not infringe any third-party rights;
d. the Client will comply with all laws and regulations applicable to its business; and
e. the Client will not use the Services or Deliverables unlawfully or in breach of the Contract.
20. Liability
20.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.
20.2 Subject to clause 20.1, Yellow Circle is not liable for:
a. loss of profits;
b. loss of sales or revenue;
c. loss of business;
d. loss of goodwill or reputation;
e. loss of anticipated savings;
f. loss or corruption of data;
g. loss arising from business interruption;
h. indirect or consequential loss;
i. loss caused by Third-Party Services;
j. loss caused by Client Materials, Client instructions, Client delay, late payment or Client breach; or
k. loss caused by search engine, AI platform, social media platform, hosting provider, payment provider, marketplace, software vendor or other third-party decisions.
20.3 Subject to clause 20.1, Yellow Circle’s total aggregate liability arising out of or in connection with the Contract is limited to the Fees paid by the Client for the Services giving rise to the claim in the 6 months before the event giving rise to liability.
20.4 The limitations and exclusions in this clause are reasonable because the Fees are calculated on the basis that Yellow Circle does not accept unlimited liability, the Client can insure against business risks, and the Client is responsible for its own commercial decisions and legal compliance.
21. Indemnities
21.1 The Client must indemnify Yellow Circle against all losses, damages, liabilities, claims, costs and expenses arising from:
a. Client Materials;
b. the Client’s breach of law or regulation;
c. the Client’s breach of third-party rights;
d. the Client’s products, services, trading activity or regulated activity;
e. the Client’s use of the Services or Deliverables in breach of the Contract;
f. ecommerce transactions, refunds, chargebacks, consumer claims or product claims; and
g. instructions, materials or actions supplied by the Client or its representatives.
22. Suspension and Termination
22.1 Yellow Circle may suspend the Services immediately if:
a. any payment is overdue;
b. the Client fails to provide required information, access, content, feedback or approvals;
c. the Client is in breach of the Contract;
d. Yellow Circle reasonably believes suspension is needed for legal, security, technical, supplier or reputational reasons;
e. a Third-Party Service is suspended, withdrawn or unavailable; or
f. the Client becomes insolvent or appears unable to pay its debts.
22.2 Yellow Circle may terminate the Contract immediately by written notice if:
a. the Client fails to pay any sum when due and does not remedy that failure within 5 Business Days of written notice;
b. the Client commits a material breach of the Contract;
c. the Client repeatedly breaches the Contract;
d. the Client becomes insolvent, enters administration, liquidation, receivership, bankruptcy or any similar process, or threatens to do so;
e. the Client behaves abusively, unlawfully or unreasonably towards Yellow Circle’s staff, contractors or suppliers; or
f. continuing the Contract would expose Yellow Circle to legal, regulatory, security or reputational risk.
22.3 On termination or expiry:
a. all unpaid Fees, expenses and third-party costs become immediately due;
b. the Client must pay for all work completed, committed, allocated or scheduled up to termination;
c. Yellow Circle may withhold Deliverables, files, access, licences and handover until all sums are paid;
d. licences granted to the Client are suspended until all sums are paid;
e. clauses intended to survive termination will continue, including payment, confidentiality, intellectual property, data protection, liability, indemnities and governing law.
23. Non-Solicitation
23.1 During the Contract and for 12 months after it ends, the Client must not directly or indirectly solicit, employ, engage or attempt to engage any employee, contractor or supplier of Yellow Circle who was involved in providing the Services, without Yellow Circle’s prior written consent.
23.2 If the Client breaches this clause, the Client must pay Yellow Circle an amount equal to 50% of the relevant person’s annual salary, annualised fees or projected annual fees, as a genuine pre-estimate of Yellow Circle’s recruitment, replacement and business disruption costs.
24. Force Majeure
24.1 Yellow Circle is not liable for delay or failure caused by events outside its reasonable control, including power failure, internet failure, hosting failure, cyber attack, supplier failure, platform outage, illness, epidemic, fire, flood, strike, transport disruption, war, terrorism, civil unrest, government action or changes in law.
24.2 Yellow Circle will take reasonable steps to reduce the effect of the event where practicable.
25. Notices
25.1 Notices under the Contract must be in writing and may be delivered by hand, post or email to the contact details stated in the Agreement or otherwise notified by the receiving party.
25.2 Notices sent by email are deemed received at 9.00 am on the next Business Day after sending, unless the sender receives an automated failure notice.
26. Assignment and Subcontracting
26.1 Yellow Circle may assign, transfer, subcontract or delegate its rights and obligations under the Contract, provided this does not materially reduce the Client’s rights under the Contract.
26.2 The Client may not assign, transfer, subcontract or delegate its rights or obligations without Yellow Circle’s prior written consent.
27. General
27.1 If any part of the Contract is invalid or unenforceable, the rest of the Contract will remain in force.
27.2 A delay or failure to enforce any right does not waive that right.
27.3 Nothing in the Contract creates a partnership, joint venture, employment relationship or agency relationship between the parties.
27.4 A person who is not a party to the Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
27.5 The Contract may be signed electronically and in counterparts.
27.6 Yellow Circle may update these Terms from time to time. Updated Terms will apply to new Contracts and to renewals, extensions or new Statements of Work after the update date. Existing fixed-scope projects will continue on the version accepted for that project unless the parties agree otherwise.
28. Governing Law and Jurisdiction
28.1 The Contract and any dispute or claim arising out of or in connection with it are governed by the law of England and Wales.
28.2 The courts of England and Wales have exclusive jurisdiction, except that Yellow Circle may bring proceedings in any jurisdiction where the Client is based, has assets or carries on business.
29. Contact Details
Yellow Circle Web Solutions Limited
Registered office: Ebenezer House, Ryecroft, Newcastle-under-Lyme, Staffordshire ST5 2BE
Company number: 05707449
Telephone: 01782 930931