Terms & Conditions

1). Introduction

These Terms and Conditions (“Terms”) govern the provision of services by FYDUS IT Solutions LTD (“FYDUS”, “we”, “us”, “our”), a company registered in England and Wales under company number 16019604, with its registered office in Polegate, East Sussex, to its clients (“Client”, “you”, “your”).

By engaging FYDUS for any service — whether through a signed agreement, a verbal instruction, a purchase order, or use of our services — you confirm that you have read, understood, and agreed to be bound by these Terms.

These Terms apply to all services offered by FYDUS, including but not limited to: web design and development, website hosting, managed websites, SEO services, Google Ads management, business email, Microsoft 365 setup and support, email security, email migration, IT support, and IT migration services.

2). Definitions

In these Terms, the following definitions apply:

• “Agreement” means these Terms together with any proposal, quote, or statement of work issued by FYDUS and accepted by the Client.
• “Services” means any service provided by FYDUS as detailed in a proposal or agreement, including web design, hosting, IT support, email, and Microsoft 365 services.
• “Fees” means the charges payable by the Client for the Services as set out in any proposal, invoice, or pricing page.
• “Intellectual Property” means all patents, trademarks, design rights, copyrights, database rights, and any other intellectual property rights, whether registered or unregistered.
• “Third Party Services” means services provided by external providers including but not limited to Microsoft, Cloudflare, Google, and any domain registrar or software vendor.
• “Content” means all text, images, graphics, data, and other materials supplied by the Client for use in the delivery of Services.

3). Scope of Services

3.1  FYDUS will provide the Services as described in the relevant proposal, quote, or agreement. Where no written agreement exists, the scope will be as mutually understood and confirmed by email or other written correspondence.

3.2  FYDUS reserves the right to amend or update the scope of Services at any time, provided reasonable notice is given to the Client. Any material changes to an ongoing service will be communicated in writing.

3.3  FYDUS may engage subcontractors or third-party providers in the delivery of Services. FYDUS remains responsible for the overall quality and delivery of Services to the Client.

3.4  Where Services are dependent on the Client providing content, materials, access, or approvals, FYDUS shall not be liable for delays caused by the Client’s failure to provide these in a timely manner.

4). Fees & Payment

4.1  Fees for Services are as set out in the relevant proposal, invoice, or FYDUS pricing page. FYDUS reserves the right to adjust pricing with a minimum of 30 days’ written notice.

4.2  Monthly recurring services are billed in advance. Invoices are due for payment within 14 days of the invoice date, unless otherwise agreed in writing.

4.3  One-off and project-based services may require a deposit of up to 50% prior to work commencing, with the balance due upon completion or as otherwise agreed.

4.4  Late payments will incur interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.5  FYDUS reserves the right to suspend Services where any invoice remains unpaid beyond 30 days of the due date. Services will be reinstated upon receipt of all outstanding amounts.

4.6  All fees are exclusive of VAT unless otherwise stated. VAT will be applied at the prevailing rate where applicable.

5). Website Design & Development

5.1  FYDUS will design and develop websites using WordPress unless otherwise agreed. The Client acknowledges that the final design and functionality will be based on the brief provided.

5.2  The Client is responsible for providing all required content (text, images, logos, and branding materials) in a timely manner. Delays in providing content may result in delays to the project timeline.

5.3  FYDUS will include a reasonable number of revisions as agreed in the project scope. Additional revisions beyond this scope may be subject to additional charges.

5.4  The website will be considered complete once all agreed deliverables have been provided and the Client has approved the final version in writing. Final payment is due prior to or upon launch.

5.5  FYDUS retains the right to display completed websites in its portfolio and marketing materials unless the Client requests otherwise in writing.

6). Website Hosting

6.1  FYDUS provides website hosting on infrastructure backed by Cloudflare and high-availability clustering systems. Whilst every effort is made to ensure maximum uptime, FYDUS cannot guarantee uninterrupted service.

6.2  FYDUS targets 99.9% uptime for hosted websites. This excludes scheduled maintenance windows, which will be communicated in advance wherever possible.

6.3  Daily backups are performed on all hosted websites. FYDUS will make reasonable efforts to restore websites from backup in the event of data loss, but cannot guarantee the completeness of any backup or restoration.

6.4  The Client is responsible for ensuring that the content hosted on FYDUS infrastructure does not breach any applicable laws, regulations, or third-party rights. FYDUS reserves the right to remove content or suspend hosting services where a breach is identified.

6.5  Hosting services are provided on a monthly rolling basis unless a fixed-term agreement is in place. Hosting fees are non-refundable once a billing period has commenced.

7). Business Email & Microsoft 365

7.1  FYDUS provides business email and Microsoft 365 services as an authorised Microsoft solution partner. These services are subject to Microsoft’s own licensing terms and conditions, which the Client agrees to abide by upon engagement.

7.2  Microsoft 365 licences are billed on a per-user, per-month basis. Licences added mid-month will be charged on a pro-rata basis. Licences must be cancelled with a minimum of 30 days’ written notice.

7.3  FYDUS is not responsible for any outages, data loss, or service interruptions caused by Microsoft’s own infrastructure. Support for such incidents will be escalated to Microsoft on the Client’s behalf.

7.4  The Client is responsible for maintaining appropriate password hygiene and account security. FYDUS strongly recommends the use of Multi-Factor Authentication (MFA) on all Microsoft 365 accounts and accepts no liability for breaches resulting from the Client’s failure to implement adequate security measures.

7.5  Email migration services are carried out with all reasonable care to prevent data loss. The Client is responsible for ensuring that backups of existing email data are in place prior to any migration commencing.

8). IT Support Services

8.1  IT support services are provided during normal business hours (Monday to Friday, 9:00am to 5:30pm) unless otherwise agreed. Out-of-hours support may be available and subject to additional charges.

8.2  FYDUS will use reasonable endeavours to resolve support requests in a timely manner. Response times are not guaranteed unless specified in a Managed IT agreement.

8.3  Remote IT support may require the Client to install and grant access to remote access tools. The Client consents to this access for the purpose of support delivery.

8.4  On-site IT support is subject to travel within FYDUS’s service area (primarily Eastbourne and East Sussex). Travel outside this area may incur additional charges, which will be agreed in advance.

8.5  IT migration services are carried out with all reasonable care. The Client is responsible for ensuring that adequate data backups are in place prior to any migration. FYDUS accepts no liability for data loss arising from pre-existing issues with Client systems.

9). SEO & Google Ads Services

9.1  FYDUS provides SEO and Google Ads services with the aim of improving the Client’s online visibility and search engine rankings. However, FYDUS makes no guarantees regarding specific rankings, traffic volumes, or return on investment, as these are influenced by factors outside FYDUS’s control.

9.2  Google Ads campaigns are managed on behalf of the Client. Ad spend is separate from FYDUS management fees and is charged directly to the Client’s Google Ads account or as otherwise agreed.

9.3  SEO and Google Ads services require a minimum engagement period as agreed, as results typically require time to materialise. Early termination does not entitle the Client to a refund of fees paid.

9.4  FYDUS will provide regular reporting on the performance of SEO and Google Ads activity as agreed. The Client is responsible for ensuring that website changes made independently do not adversely affect ongoing SEO efforts.

10). Intellectual Property

10.1  Upon receipt of full and final payment, FYDUS assigns to the Client ownership of the bespoke design elements and content created specifically for the Client as part of any web design project.

10.2  FYDUS retains ownership of all underlying code frameworks, tools, templates, and methodologies used in the delivery of Services. These are licensed to the Client for use on their website but are not transferred.

10.3  The Client warrants that all Content supplied to FYDUS is owned by the Client or that the Client has the right to use it, and that its use by FYDUS will not infringe any third-party rights.

10.4  Third-party software, themes, plugins, and licences remain subject to their own respective intellectual property rights and licensing terms.

11). Confidentiality

11.1  Both parties agree to keep confidential any information of a sensitive commercial nature received from the other party in connection with the Services, and not to disclose such information to any third party without prior written consent.

11.2  This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

12). Data Protection

12.1  FYDUS is registered with the Information Commissioner’s Office (ICO) and processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

12.2  Personal data collected from Clients will be used solely for the purpose of delivering and administering Services. FYDUS will not sell or share personal data with third parties for marketing purposes.

12.3  The Client’s full data protection rights and how FYDUS handles personal data are set out in the FYDUS Privacy Policy, available at www.fydus.co.uk/privacy-policy.

12.4  Where FYDUS processes personal data on behalf of the Client (for example, data stored in a website database or email system), the Client acts as the Data Controller and FYDUS acts as the Data Processor. Both parties agree to comply with their respective obligations under UK GDPR.

13). Third Party Services

13.1  Certain Services depend on or incorporate Third Party Services (including Microsoft 365, Cloudflare, Google, and WordPress). These services are subject to their own terms, conditions, and availability.

13.2  FYDUS accepts no liability for any failure, interruption, or changes to Third Party Services that affect the delivery of FYDUS’s own Services.

13.3  Where Third Party Service costs are passed through to the Client (such as Microsoft 365 licensing), FYDUS reserves the right to adjust these in line with changes made by the relevant third party, with reasonable notice.

14). Cancellation & Termination

14.1  Monthly recurring services may be cancelled by either party with a minimum of 30 days’ written notice. Notice must be provided by email to [email protected].

14.2  Fees paid for the current billing period are non-refundable upon cancellation. The Client will not be charged beyond the end of the notice period.

14.3  FYDUS reserves the right to terminate Services with immediate effect where the Client breaches these Terms, fails to make payment, or engages in conduct that FYDUS reasonably considers harmful, unlawful, or abusive.

14.4  Upon termination, FYDUS will provide reasonable assistance to the Client in migrating their services to another provider, subject to all outstanding fees being settled in full.

14.5  Domain names registered on behalf of the Client remain the Client’s property. Upon termination, FYDUS will transfer the domain to the Client’s chosen registrar within a reasonable timeframe, subject to outstanding payments being cleared.

15). Limitation of Liability

15.1  FYDUS’s total aggregate liability to the Client in connection with any claim arising out of or in relation to these Terms shall not exceed the total Fees paid by the Client to FYDUS in the three months immediately preceding the event giving rise to the claim.

15.2  FYDUS shall not be liable for any indirect, consequential, or special loss, including loss of profits, loss of business, loss of data, or reputational damage, whether arising in contract, tort, or otherwise.

15.3  Nothing in these Terms shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

15.4  FYDUS strongly recommends that all Clients maintain appropriate business insurance, including cyber liability insurance, for their own protection.

16). Force Majeure

FYDUS shall not be liable for any failure or delay in the performance of its obligations under these Terms caused by circumstances beyond its reasonable control, including but not limited to acts of God, government actions, internet outages, third-party service failures, industrial disputes, or extreme weather events.

17). Warranties & Represntations

17.1  FYDUS warrants that it will deliver Services with reasonable skill, care, and diligence, and that it holds the necessary expertise and certifications to deliver the Services offered.

17.2  The Client warrants that it has the authority to enter into an agreement with FYDUS, that all information provided is accurate, and that the use of any Client-supplied content does not infringe any third-party rights.

17.3  Except as expressly stated in these Terms, all warranties, conditions, or representations, whether express or implied, are excluded to the fullest extent permitted by law.

18). Amendments to These Terms

FYDUS reserves the right to update or amend these Terms at any time. Clients will be notified of any material changes with a minimum of 30 days’ written notice. Continued use of FYDUS Services following the effective date of any amendment constitutes acceptance of the revised Terms.

19). Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

20). Contact Information

For any queries relating to these Terms and Conditions, please contact:

• FYDUS IT Solutions LTD
• Unit 5 Bluebell Business Park, Polegate, BN26 6GG, East Sussex
• Email: [email protected]
• Website: www.fydus.co.uk
• Company No: 16019604