This is a binding contract between Moot Design LTD (hereinafter "Moot") and The Client. These Terms apply to all services, digital assets, and platforms outlined in the Proposal or Statement of Work (SOW).
1. The Contract & Acceptance
Formation of Contract: These Terms apply to the exclusion of any other terms that the Client seeks to impose.
Deemed Acceptance: A contract is established and these Terms are accepted in full upon: (a) the Client signing the Proposal; (b) the Client providing written instruction to proceed; or (c) the Client making any payment towards the project fees.
The "Source of Truth": The written Proposal/SOW is the sole definitive record of the services. Moot is not bound by verbal representations or meeting discussions unless they are formally incorporated into a revised written Proposal or signed Variation Order.
2. Data Protection & Security (2026 Standards)
Legislation: Both parties shall comply with the UK GDPR, the Data Protection Act 2018, and the Data (Use and Access) Act 2025 (DUAA).
Financial/Medical Data: Moot shall maintain technical measures appropriate for MedTech and Banking data risks. Moot warrants it will maintain PCI DSS compliance for all card-handling infrastructure it manages.
Cybersecurity: Moot employs industry-standard security. However, Moot is not liable for "Zero-Day" exploits or outages caused by global infrastructure failure beyond its reasonable control.
3. Quotations & Variations
Validity: Quotations remain open for acceptance for 28 days.
Scope Creep: If the Client requests work or revisions outside the original Proposal, Moot will issue a Variation Order. Moot reserves the right to pause work until the Variation is approved and associated fees are paid.
Currency & Tax: Overseas purchases are charged at the exchange rate on the day of remittance (The Financial Times mid-point rate). All prices exclude VAT.
4. Approvals & Authority
Authorised Persons: Only "Written Approval" from named Authorised Persons is binding.
Digital Confirmation: Approval is valid via: (a) Electronic signatures; (b) Email from a business address; or (c) Confirmed status change in Moot’s project management software.
Deemed Approval: If the Client fails to provide feedback or a "Rejection Notice" within 5 business days of a deliverable submission, the work is deemed approved and the milestone payment becomes due.
5. Timelines: "Time Not of the Essence"
Estimates: All delivery dates and "priorities" are estimates provided in good faith.
Liability: Time shall not be "of the essence" for the performance of services. Moot shall not be liable for any direct or indirect loss, or the cost of "alternative services," arising from project durations exceeding initial estimates.
Dependencies: Client delays in providing content or feedback (exceeding 48 hours) will result in a day-for-day extension of the estimated delivery date.
Milestone Finality: All payments are non-refundable and represent work performed and resource allocation to date.
Digital Lien: Ownership of all code, assets, and IP remains with Moot until full payment of all invoices relating to the project.
Right to Suspend: If an invoice is 7 days overdue, Moot reserves the absolute right to take platforms offline and withhold all files without liability for Client business loss.
Chargebacks: Initiating a bank chargeback is a material breach. The Client shall indemnify Moot for all costs (minimum £500) incurred in defending such actions.
Late Interest: Interest is charged at 8% above the Bank of England base rate, calculated daily.
7. Intellectual Property & Website Credits
Retained IP: Moot retains ownership of all "Background IP," proprietary code, and source scripts.
Client License: Upon full payment, the Client is granted a non-exclusive license to use the code for the intended project. Transfer of source code ownership requires a separately negotiated "IP Assignment Fee."
Website Credit: Moot reserves the right to include a discrete credit and hyperlink (e.g., "Site by Moot Design") in the footer of all produced websites. This is a default condition of service unless a "Removal of Credit" fee is agreed in writing prior to project commencement.
Publicity: Moot retains the right to use all work for its own portfolio and marketing purposes.
8. Hosting & Third-Party Server Infrastructure
Infrastructure Selection: Moot shall use its professional expertise to recommend and implement the most reliable third-party server infrastructure (e.g., AWS, Azure, Google Cloud) available within the Client’s specified budget.
Limitation of Liability for Outages: The Client acknowledges that hosting is provided by third-party entities. Moot shall not be liable for any third-party server downtime, service interruptions, or data loss caused by the failure of these providers.
Support: In the event of an outage, Moot will work to restore services as quickly as possible, but such work may be subject to additional "Critical Support" fees if the cause is third-party failure.
9. Liability & Indemnity
Cap: Moot’s total liability for any claim (including data breaches) is capped at the total fees paid by the Client in the 12 months preceding the claim.
Client Material: The Client warrants that all material provided is lawful and does not infringe third-party rights. The Client indemnifies Moot against all costs arising from a breach of this warranty.
Property: Client property is held at the Client’s risk. It is the Client’s responsibility to insure its own property.
10. Termination & Cancellation
Notice: Either party may terminate with 30 days written notice.
Kill Fee: If the Client terminates for convenience, they must pay all fees for work completed plus a fee equal to 50% of the remaining contract value.
Immediate Termination: Moot may terminate immediately for Client insolvency, non-payment, or defamatory/abusive communication.
11. Client Obligations & Hospitality
Suitability: The Client is responsible for ensuring the services are sufficient for their specific business purposes.
On-site Work: If Moot personnel work at the Client’s premises, the Client shall provide a safe environment, including quality tea and a suitable plate of biscuits.
12. Dispute Resolution
Mandatory Negotiation: Parties must attempt to resolve disputes through 30 days of "Good Faith Negotiation" before initiating any legal claim.
Arbitration: Unresolved disputes may be referred to an independent arbitrator, with costs split equally.
Jurisdiction: This agreement is governed by the Laws of England.
13. General Provisions
Force Majeure: Moot is not liable for failures caused by events beyond its control (war, pandemics, global infrastructure failures).
Severance: If any part of this contract is found invalid, the remainder remains in full effect.
Moot Design LTD | Registered in England and Wales.
