Terms and Conditions
Kangaroo Connections Ltd Terms and Conditions
Definitions
In these Terms and Conditions, the following words and phrases shall have the meanings set out below:
Ad-hoc Support means Services provided on a time-spent basis, including but not limited to website updates, consultancy, social media support, graphic design, troubleshooting, content edits, digital marketing support, training, technical support, or any other work agreed between You and Us.
Agreement means the agreement, acceptance form, proposal acceptance, onboarding form, email confirmation, signed document, or other written confirmation by which You agree to buy Services from Us.
Assets means any text, photographs, videos, logos, brand guidelines, fonts, access details, account logins, documents, design files, product information, business information, or other materials provided by You to Us.
Completion means written confirmation from Us that the relevant Services have been completed in accordance with the Contract, or that the relevant deliverable is ready for launch, publication, handover, or final approval.
Confidential Information means all information relating to the Project, Services, Your business, Our business, and the affairs of either Party which either Party directly or indirectly receives or acquires from the other Party, whether in writing, by electronic mail, through online systems, verbally, or by any other means, and which is not otherwise already in the public domain.
Contract means the Proposal, Agreement, these Terms and Conditions, and any other written scope of work agreed between You and Us.
Deposit means the agreed deposit, set-up fee, upfront payment, or initial payment payable before Services begin, as set out in the Proposal.
Digital Marketing Services means services including but not limited to social media management, email marketing, search engine optimisation, blog writing, content marketing, Google Business Profile support, paid advertising support, website content, campaign planning, directory listings, consultancy, and associated digital support.
Final Date for Payment means the date specified in each invoice by which payment must be made.
Go Live means the point at which a website, landing page, campaign, design, digital asset, or other deliverable is published, made publicly accessible, handed over, sent to print, scheduled, or otherwise released for use.
Graphic Design Services means services including but not limited to social media graphics, leaflets, business cards, banners, brochures, posters, branding materials, digital artwork, print-ready artwork, and other design work.
Hosting means website hosting, website care, technical support, maintenance, backups, updates, security monitoring, or other website-related support provided by Us or through a third-party supplier.
Monthly Fee means the fees for retained Services, hosting, care plans, website payment plans, subscriptions, or ongoing Services, as set out in the Proposal.
Notice to Terminate means written confirmation from one Party to the other that it wishes to terminate the relevant Services, subject to these Terms and Conditions.
Party / Parties means You and Us.
Payment Plan means an agreed arrangement whereby You pay for a website, project, service, or deliverable through an upfront payment followed by monthly instalments over a fixed period.
Project means any fixed-scope piece of work described in the Proposal, including but not limited to website design, website development, graphic design, branding, campaign creation, content creation, consultancy, SEO work, digital marketing projects, or other agreed Services.
Proposal means the written proposal, quotation, estimate, email, document, or other written scope issued by Us which sets out the Services, fees, deliverables, payment terms, and any specific conditions.
Retainer means ongoing Services provided for a Monthly Fee.
Services means the professional services to be performed by Us, either as a Project, Retainer, Ad-hoc Support, website service, graphic design service, hosting service, digital marketing service, consultancy service, or any other service specified in the Proposal.
Start Date means the anticipated date at which the Services are to begin, as set out in the Agreement, Proposal, or written communication.
Third-party Services means any external services, software, platforms, apps, subscriptions, hosting providers, domain providers, email marketing platforms, advertising platforms, printers, stock libraries, plugins, licences, fonts, integrations, payment processors, CRM systems, or other third-party tools used in connection with the Services.
Third-party Suppliers means suppliers, other than Us, who supply goods or services which may be used in the delivery of the Services.
Website Payment Plan means an agreed payment arrangement for a website Project where You pay a lower upfront payment followed by 12 monthly payments, or such other period as agreed in writing.
Working Hours means Monday to Friday, between 9am and 5pm, excluding UK bank holidays and public holidays, unless otherwise agreed in writing.
The provisions of this Agreement continue to bind You and Us for as long as necessary to give effect to the Parties’ respective rights and obligations.
The captions and headings throughout this Agreement are for convenience and reference only and shall not affect the interpretation, construction, or meaning of any provision of this Agreement.
Information We Give You
By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that We must give You certain key information before a legally binding agreement between You and Us is made, where those regulations apply.
We will give You this information in a clear and understandable way. Typically, Our representative will give You this information before You buy Services from Us. Some of this information is also set out in this Agreement, including information about Our complaint handling process.
We will give You information on:
• the main characteristics of the Services You want to buy;
• who We are, where We are based, and how You can contact Us;
• the total price of the Services including any taxes, or where this cannot reasonably be worked out in advance, the manner in which We will work out the price;
• the arrangements for payment, delivery, performance, and the time by which We will perform the Services;
• how to exercise any right to cancel the Agreement where such right applies;
• Our complaint handling process;
• the fact that We are under a legal duty to supply Services that are in conformity with the Agreement;
• Our after-sales services, where applicable; and
• any commercial guarantees, where applicable.
The key information We give You by law forms part of this Agreement.
If We have to change any key information once a legally binding Agreement between You and Us is made, We can only do this if You agree to it.
Please read these Terms and Conditions carefully before You buy anything from Us and check that they contain everything You want and nothing You are not willing to agree to.
1. Information About Us
1.1. Kangaroo Connections Ltd is a private limited company registered in England and Wales.
1.2. Our registered office address is Innovation Centre, Highfield Drive, St Leonards-On-Sea, East Sussex, United Kingdom, TN38 9UH.
1.3. You can contact Us by phone at 01424 864714 or by email at sales@rooconnects.co.uk.
2. Introduction
2.1. These Terms and Conditions govern the sale and provision of Services by Us and form the basis of the Contract between Us and You.
2.2. Before accepting the Proposal, signing the Agreement, paying a Deposit, setting up a Direct Debit, or instructing Us to begin work, please ensure You have read these Terms and Conditions carefully.
2.3. If You are unsure about any part of these Terms and Conditions, please ask Us for clarification before proceeding.
2.4. By accepting a Proposal, signing an Agreement, paying a Deposit, setting up a Direct Debit, confirming acceptance by email, or instructing Us to begin Services, You agree to be bound by these Terms and Conditions.
3. Ordering Services From Us
3.1. Below, We set out how a legally binding agreement between You and Us is made.
3.2. Any estimate, guide price, discussion, or informal indication of cost given by Us before Your acceptance of Our Proposal is not a binding offer by Us to supply the Services.
3.3. We only offer to provide Services when We have sent You a Proposal, Agreement, written quote, or written scope of work.
3.4. To accept the Services, You must do one or more of the following:
a) sign and return the Agreement;
b) confirm acceptance in writing by email or another written method;
c) complete Our onboarding process;
d) pay the requested Deposit or upfront payment;
e) set up the required Direct Debit; or
f) otherwise instruct Us to begin work.
3.5. We will then begin carrying out the Services in accordance with the Contract.
3.6. If You are under the age of 18, You may not purchase Services from Us.
4. The Services
4.1. We will carry out the Services in accordance with the Proposal.
4.2. Services may include, but are not limited to:
a) social media management;
b) content creation;
c) blog writing;
d) website design and development;
e) website hosting and maintenance;
f) graphic design;
g) branding support;
h) email marketing;
i) search engine optimisation;
j) Google Business Profile support;
k) digital marketing consultancy;
l) training;
m) ad hoc support;
n) business directory listings;
o) paid advertising support; and
p) any other Services agreed in writing.
4.3. Project-based Services will be provided in accordance with the scope set out in the Proposal.
4.4. Any timescales given for Project-based Services are estimates only. Time estimates may vary depending on factors including Your response times, the timely supply of Assets, approvals, third-party delays, changes to scope, and other matters outside Our reasonable control.
4.5. Retainer Services will be provided until terminated in accordance with clause 13.
4.6. Ad-hoc Support will be provided for the amount of time purchased or approved by You. Ad-hoc Support will terminate once the purchased or approved time has been spent, regardless of whether the task is complete.
4.7. If further time is required to complete any ad hoc task, You must request and approve further time. If We are able to accommodate this, the further time will be charged at Our current hourly rate or the rate set out in the Proposal.
4.8. We will aim to begin work on or around the Start Date. Any Start Date is an estimate only unless We expressly confirm otherwise in writing.
4.9. Our carrying out of the Services may be affected by events beyond Our reasonable control. If so, there may be a delay before We can restart the Services. We will make reasonable efforts to limit the effect of such events and will try to restart the Services as soon as reasonably possible.
5. Our Responsibilities
5.1. We will:
a) perform the Services with reasonable skill and care;
b) perform the Services with due regard to the Proposal;
c) keep You reasonably informed about progress where appropriate;
d) inform You if We become aware of any issue that may materially affect the progression or quality of the Services;
e) act on Your behalf in matters set out in the Proposal or agreed with You from time to time, subject to Your approval where required; and
f) make no material alteration to approved work without Your prior written consent, except where urgent action is required, in which case We shall confirm such action to You as soon as reasonably possible.
5.2. Any drawings, designs, drafts, concepts, wireframes, examples, layouts, mood boards, visuals, or similar documents provided to You before Completion are for illustrative and development purposes only unless stated otherwise.
5.3. We do not guarantee any specific commercial result, sales result, ranking position, engagement level, follower growth, lead generation outcome, enquiry volume, advertising result, website traffic level, or search engine result unless expressly agreed in writing.
5.4. We shall not disclose Confidential Information unless:
a) disclosure is necessary for the proper performance of the Services;
b) disclosure is necessary in order to take professional advice;
c) disclosure is necessary in order to obtain or maintain insurance cover;
d) the information is already in the public domain other than due to wrongful use or disclosure by Us; or
e) disclosure is required by law or because of disputes arising out of or in connection with the Contract.
6. Your Responsibilities
6.1. You acknowledge that Our ability to carry out the Services depends on Your full and timely cooperation.
6.2. Throughout the duration of the Contract, You agree to:
a) cooperate with Us in all matters relating to the Services;
b) provide Us with all information, Assets, access, approvals, decisions, content, login details, brand materials, images, and instructions reasonably required to provide the Services;
c) ensure that all information and Assets provided to Us are accurate, lawful, and suitable for use;
d) provide feedback, approvals, and decisions in a timely manner;
e) notify Us as soon as reasonably practicable if Your cyber security, website, social media accounts, email marketing platform, domain account, hosting account, payment processor, or any other connected platform has been compromised;
f) inform Us promptly of any changes required to the Services;
g) ensure that You have the right to use any materials supplied to Us, including images, logos, fonts, copy, video, audio, testimonials, reviews, and brand materials; and
h) ensure that Your business, products, services, advertising claims, website content, social media content, and marketing activity comply with applicable laws, regulations, industry standards, and platform rules.
6.3. You acknowledge that if Our performance of the Services is prevented or delayed by any act or omission by You, Your employees, contractors, agents, suppliers, or representatives, We shall:
a) not be liable for any costs, charges, losses, delays, missed deadlines, missed launch dates, or other consequences arising directly or indirectly from such prevention or delay;
b) be entitled to payment of the Fees despite any such prevention or delay; and
c) be entitled to recover any additional costs, charges, or losses We sustain or incur arising directly or indirectly from such prevention or delay.
6.4. You shall not disclose Confidential Information unless:
a) disclosure is necessary to take professional advice in relation to the Contract or Services;
b) the information is already in the public domain other than due to wrongful use or disclosure by You; or
c) disclosure is required by law or because of disputes arising out of or in connection with the Contract.
7. Changes to the Services
7.1. Any changes You request to the Services must be made in writing.
7.2. Any desired changes to the Proposal, scope, deliverables, timescale, design, content, website functionality, campaign plan, or other agreed work must be communicated promptly.
7.3. If We can accommodate the requested changes, We will confirm this in writing and, where applicable, provide a quote or revised fee.
7.4. You must accept the quote or revised fee before any additional Services are provided.
7.5. Any changes to previously approved work requiring additional Services will be subject to additional charges.
7.6. We reserve the right to reject any work, request, content, instruction, or material which We believe to be unlawful, misleading, offensive, immoral, outside Our expertise, impractical, in breach of platform rules, or likely to prejudice Our reputation.
7.7. Where a change in scope results in a delay, any previously agreed timescale, delivery date, or Go Live date may be extended.
8. Charges and Payment
8.1. In consideration for the provision of the Services, You shall pay Us in accordance with this clause 8 and the Proposal.
8.2. Project-based Services will be charged on a fixed-fee basis unless otherwise stated in the Proposal.
8.3. Unless otherwise agreed, fixed-fee Project charges are incurred at commencement of the Project and are payable in accordance with the payment schedule set out in the Proposal.
8.4. Retainer Services will attract an initial set-up fee where applicable and thereafter a Monthly Fee, payable monthly in advance by Direct Debit unless otherwise agreed in writing.
8.5. Ad-hoc Support will be charged on a time-spent basis at Our current hourly rate or the rate set out in the Proposal.
8.6. If You are an existing customer, Ad-hoc Support charges may be added to Your existing invoice or Direct Debit payment.
8.7. Unless otherwise stated, all amounts payable by You are exclusive of Value Added Tax, for which You are liable to Us at the prevailing rate if applicable.
8.8. Any additional fees or charges incurred within the month, over and above the Monthly Fee, Project Fee, Payment Plan, hosting fee, or agreed package, will be calculated and invoiced separately or added to a future invoice.
8.9. You agree that We may debit, or facilitate the debit of, sums due to Us for each invoice within the timeframes notified to You.
8.10. You must maintain Your Direct Debit with Us at all times unless an alternative payment method has been agreed in writing.
8.11. Where We intend to make any change to an automatic Direct Debit payment, We will notify You by email at least 5 working days in advance of the payment being taken, or such other period as We may agree.
8.12. We may charge You a lower or higher amount than stated in the original Proposal where:
a) Your requirements change;
b) the timescale changes;
c) additional Services are required or requested;
d) the Services differ from what was originally agreed;
e) third-party costs change;
f) the amount of work required is different from what We could reasonably have foreseen; or
g) You ask Us to work outside Working Hours.
8.13. We will aim to invoice You monthly unless otherwise stated in the Proposal.
8.14. We accept payment by Direct Debit, bank transfer, or any other payment method agreed in writing.
8.15. If You fail to make payment by the due date, then, without limiting Our remedies under clause 13:
a) We may charge interest on the overdue sum at 8% per year above the Bank of England base rate from time to time;
b) interest will accrue daily from the due date until payment is received;
c) We may suspend the Services until payment has been made in full;
d) We may suspend website access, hosting, maintenance, support, Go Live, handover, social media scheduling, design release, or other deliverables relating to unpaid Services; and
e) You shall pay any reasonable costs incurred by Us in recovering overdue sums.
8.16. The price of Our Services:
a) is in pounds sterling; and
b) excludes VAT unless stated otherwise.
8.17. If You ask Us to undertake additional Services, these may be performed on an additional fee basis. We will provide You with an outline of the additional Services and fee upon request.
8.18. Should You instruct Us to carry out additional work following Completion of a Project, a new Proposal or written quote may be submitted.
8.19. All amounts due from You to Us under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding other than any deduction or withholding of tax required by law.
9. Website Projects
9.1. Website Projects will be provided in accordance with the Proposal.
9.2. Website Services may include, depending on the Proposal:
a) website design;
b) website development;
c) website copywriting;
d) website content upload;
e) website editing;
f) website hosting;
g) website maintenance;
h) website training;
i) search engine optimisation;
j) blog setup;
k) forms;
l) integrations;
m) domain support;
n) plugin setup;
o) analytics setup; and
p) other website-related Services.
9.3. Unless expressly included in the Proposal, website Projects do not include:
a) ongoing hosting;
b) ongoing maintenance;
c) ongoing SEO;
d) paid advertising;
e) professional photography;
f) videography;
g) advanced copywriting;
h) legal documents such as privacy policies, cookie policies, terms and conditions, or accessibility statements;
i) third-party software subscriptions;
j) premium plugins, themes, licences, or tools;
k) domain purchase or renewal fees;
l) email inbox setup;
m) complex booking systems, membership systems, portals, e-commerce functionality, or bespoke development; or
n) any other item not expressly included in the Proposal.
9.4. You are responsible for providing all required website Assets, including copy, images, logos, service information, pricing, policies, legal information, access details, and approvals.
9.5. Where We write website copy for You, You remain responsible for checking that the copy is accurate, lawful, complete, and suitable for Your business.
9.6. You are responsible for ensuring that website content complies with all relevant laws, regulations, professional rules, advertising standards, privacy obligations, and industry requirements.
9.7. Website timescales depend on Your timely supply of Assets, feedback, approvals, and access. If You delay providing these, the Project timeline may be extended.
9.8. If We are waiting for feedback, access, Assets, content, or approval from You for more than 30 days, We may pause the Project. Additional charges may apply to restart work.
9.9. Unless otherwise stated in the Proposal, a website Project includes a reasonable number of design revisions. Further revisions, changes to approved work, changes to structure, changes to functionality, or changes outside the agreed scope may be charged additionally.
9.10. A website will not Go Live until all required payments due at that stage have been received in cleared funds.
9.11. For website Projects paid on an upfront basis, the standard payment structure is 50% upfront and 50% due before Go Live, unless otherwise agreed in writing.
9.12. The final 50% payment must be received before the website is made live, handed over, transferred, or otherwise released for use.
9.13. If You approve Go Live, or if You instruct Us to make a website live, You confirm that You have reviewed and approved the website.
9.14. After Go Live, any further changes, additions, corrections, or support may be charged separately unless covered by a hosting, care, maintenance, retainer, or support plan.
9.15. We will use reasonable efforts to ensure the website functions correctly at Go Live. However, We are not responsible for issues caused by third-party platforms, browser changes, hosting issues, plugin updates, cyber attacks, user error, changes made by You or third parties, or matters outside Our reasonable control.
9.16. Unless otherwise agreed, We do not guarantee that a website will achieve a particular Google ranking, enquiry level, sales result, loading speed score, accessibility score, or commercial outcome.
9.17. If You or a third party make changes to the website after Go Live, We are not responsible for any resulting errors, display issues, loss of data, performance issues, or functionality problems.
10. Website Payment Plans
10.1. Where agreed in the Proposal, We may offer a Website Payment Plan.
10.2. A Website Payment Plan may include a lower upfront payment followed by 12 monthly payments, or such other payment period as agreed in writing.
10.3. A Website Payment Plan is not a monthly website subscription unless expressly stated. It is a payment arrangement for the agreed cost of the website.
10.4. By agreeing to a Website Payment Plan, You agree to pay the full total amount set out in the Proposal.
10.5. The full outstanding balance remains payable even if:
a) You stop using the website;
b) You ask Us to stop working on the website;
c) You move the website elsewhere;
d) You stop trading;
e) You no longer require the website;
f) You terminate other Services with Us; or
g) You wish to cancel before the end of the payment term.
10.6. The monthly payments under a Website Payment Plan must be paid by Direct Debit unless otherwise agreed in writing.
10.7. If You miss a Website Payment Plan payment, We may:
a) suspend work on the website;
b) delay Go Live;
c) suspend website hosting, support, access, or maintenance;
d) suspend Your licence to use the website or deliverables;
e) remove or restrict access to the website where legally and technically possible; and
f) require immediate payment of the outstanding balance.
10.8. Ownership of the website design, build, structure, code, files, design elements, and any other deliverables created by Us does not transfer to You unless and until all sums due under the Website Payment Plan have been paid in full.
10.9. Until all sums due under the Website Payment Plan have been paid in full, You are granted a limited, revocable licence to use the website for Your business, provided that all payments are kept up to date.
10.10. If You want to pay off the remaining balance early, You may request a settlement figure from Us.
10.11. Hosting, maintenance, domain renewals, plugin licences, software subscriptions, content updates, SEO, and other ongoing Services are separate from the Website Payment Plan unless expressly included in the Proposal.
11. Hosting, Maintenance and Website Support
11.1. Hosting, maintenance, and website support Services will only be provided where expressly agreed in the Proposal.
11.2. Hosting and maintenance may include, depending on the package:
a) website hosting;
b) backups;
c) plugin updates;
d) theme updates;
e) website monitoring;
f) minor content updates;
g) security checks;
h) technical support; and
i) other services set out in the Proposal.
11.3. Hosting and maintenance fees are payable monthly in advance unless otherwise agreed.
11.4. We may use third-party hosting providers, software providers, plugins, themes, platforms, and tools to provide hosting and maintenance Services.
11.5. We are not responsible for downtime, data loss, service interruption, cyber attacks, malware, server issues, plugin conflicts, platform changes, email deliverability problems, or technical issues caused by third parties, unless caused directly by Our failure to exercise reasonable skill and care.
11.6. We may suspend hosting, maintenance, or website support if payment is overdue.
11.7. If hosting or maintenance is terminated, You are responsible for arranging alternative hosting, backups, licences, technical support, and ongoing management.
11.8. Website migrations, hosting transfers, domain transfers, email migrations, or technical handovers may be charged separately.
11.9. Unless expressly agreed, hosting and maintenance does not include major redesigns, new pages, new functionality, SEO campaigns, copywriting, advanced troubleshooting, malware recovery, or rebuilding work.
12. Graphic Design Services
12.1. Graphic Design Services will be provided in accordance with the Proposal.
12.2. Graphic Design Services may include digital artwork, print-ready artwork, brand materials, social media graphics, leaflets, brochures, posters, business cards, banners, adverts, and other agreed design work.
12.3. Unless otherwise stated, design work includes a reasonable number of revisions. Additional revisions, changes to approved designs, or changes outside the agreed scope may be charged separately.
12.4. You are responsible for checking all artwork carefully before approval, including spelling, grammar, dates, prices, contact details, QR codes, colours, layout, legal wording, and any other information.
12.5. Once artwork has been approved by You, We are not responsible for errors later identified.
12.6. Where artwork is sent to print, You are responsible for final approval before print unless otherwise agreed.
12.7. We are not responsible for print quality, colour variation, paper stock, delivery delay, print errors, or supplier issues where printing is carried out by a third-party supplier.
12.8. Unless expressly agreed in the Proposal, editable source files are not included. We may provide final files in suitable formats such as PDF, PNG, JPG, or other agreed formats.
12.9. If You require editable source files, this must be agreed in writing and may be subject to an additional fee.
13. Digital Marketing Services
13.1. Digital Marketing Services will be provided in accordance with the Proposal.
13.2. Digital Marketing Services may include social media management, content creation, email marketing, SEO, paid advertising support, campaign planning, blog writing, Google Business Profile support, consultancy, and other agreed Services.
13.3. You acknowledge that digital marketing results can be affected by factors outside Our control, including platform algorithms, advertising costs, audience behaviour, market conditions, competitor activity, website performance, budget, brand awareness, seasonality, and Your own sales process.
13.4. We do not guarantee specific results, including but not limited to sales, leads, enquiries, bookings, followers, engagement, rankings, impressions, traffic, conversions, or return on investment.
13.5. Paid advertising spend, boosted post budgets, email marketing platform fees, software subscriptions, stock assets, premium tools, and other third-party costs are not included unless expressly stated in the Proposal.
13.6. You are responsible for ensuring that any claims made about Your business, products, services, pricing, qualifications, accreditations, testimonials, guarantees, offers, and results are accurate and lawful.
13.7. You are responsible for ensuring that You have permission to contact people through email marketing, SMS marketing, direct messaging, or any other marketing channel.
13.8. We may refuse to publish, send, schedule, or create any content which We believe may be unlawful, misleading, offensive, inappropriate, or damaging to Our reputation.
14. Third-party Services and Platforms
14.1. The Services may require the use of Third-party Services.
14.2. Third-party Services may include but are not limited to Meta, Facebook, Instagram, LinkedIn, TikTok, X, Google, YouTube, WordPress, Canva, Mailchimp, GetResponse, hosting providers, domain providers, payment processors, plugin providers, CRM systems, stock libraries, printers, and analytics platforms.
14.3. You acknowledge that Third-party Services are subject to their own terms, conditions, policies, pricing, availability, and technical limitations.
14.4. We are not responsible for changes made by Third-party Services, including changes to pricing, features, algorithms, account access, policies, approval processes, integrations, availability, or functionality.
14.5. You are responsible for paying third-party fees unless the Proposal expressly states otherwise.
14.6. If a Third-party Service is suspended, restricted, unavailable, or changed, We will use reasonable efforts to advise You and adapt the Services where possible, but We shall not be liable for any resulting loss, delay, or reduced performance.
15. Publicity
15.1. Where a Project is published, exhibited, printed, launched, or promoted, We may request full and accurate credit where appropriate.
15.2. We may showcase completed work in Our portfolio, website, social media, sales materials, presentations, proposals, and award submissions unless You request otherwise in writing.
15.3. We require specific authorisation in writing in advance for any publicity which suggests endorsement by Kangaroo Connections Ltd beyond the normal crediting of Our work.
15.4. If this Agreement is terminated before Completion, You may only use interim designs, drafts, concepts, or materials for Your own internal purposes unless We give You specific written consent.
16. Intellectual Property
16.1. Unless otherwise agreed in writing, We shall own all design rights, copyright, database rights, moral rights, patent rights, and other intellectual property rights in all designs, deliverables, concepts, strategies, campaigns, copy, artwork, layouts, design files, website designs, website builds, and other works developed by Us under this Agreement.
16.2. You retain ownership of any materials, Assets, logos, photographs, text, information, trademarks, and intellectual property supplied by You to Us, provided that You have the lawful right to use and supply those materials.
16.3. You grant Us a licence to use Your Assets for the purpose of providing the Services.
16.4. To the extent that Our Fees and all other amounts properly due have been paid in full, You shall have a licence to use the final approved deliverables for the purpose for which they were supplied.
16.5. Unless otherwise agreed, this licence does not include ownership of editable source files, working files, draft concepts, unused concepts, strategy documents, internal templates, code libraries, processes, systems, or know-how.
16.6. If You would like Us to assign copyright or ownership of any designs, files, website, or other deliverables, We may agree to do so for an additional fee and subject to a separate written agreement.
16.7. We shall not be liable for Your use of designs, websites, copy, content, or deliverables for any purpose other than the purpose for which they were prepared and provided.
16.8. If You are in default of payment of any fees or other amounts properly due, We may suspend Your licence to use the relevant deliverables, designs, website, or materials on giving 7 days’ written notice of Our intention to do so.
16.9. Use of the licence may resume once all outstanding amounts have been received in cleared funds.
16.10. Should this Agreement terminate before Completion of a Project, any licence granted under this Agreement shall also terminate unless We agree otherwise in writing.
16.11. No part of any of Our designs or other works may be registered by You without Our prior written consent.
16.12. We shall have the right to publish images and information relating to the Project for portfolio and promotional purposes unless agreed otherwise in writing.
17. Confidentiality
17.1. All information relating to Your business operations shall be treated as confidential by Kangaroo Connections Ltd.
17.2. Any such information shall be used solely for the purpose for which it was provided.
17.3. Upon conclusion or termination of this Agreement, We shall return or delete confidential information if reasonably requested by You, unless We are required to retain it for legal, accounting, insurance, compliance, or legitimate business purposes.
17.4. We reserve the right not to disclose information or details relating to Our suppliers, pricing arrangements, internal systems, business processes, subcontractors, or confidential commercial information.
18. Your Privacy and Personal Information
18.1. Our Privacy Policy is available at https://kangarooconnections.co.uk/privacy-policy/.
18.2. Your privacy and personal information are important to Us.
18.3. Any personal information that You provide to Us will be dealt with in line with Our Privacy Policy, which explains what personal information We collect from You, how and why We collect, store, use, and share such information, Your rights in relation to Your personal information, and how to contact Us and supervisory authorities if You have a query or complaint about the use of Your personal information.
19. Ending the Agreement
19.1. Project-based Services will automatically terminate upon Completion unless We notify You otherwise.
19.2. If You wish to terminate Project-based Services before Completion, You must give Us Notice to Terminate.
19.3. The total cost of the Project-based Services will remain due and payable if You terminate the Contract during the Project, less any amount already paid, unless We agree otherwise in writing.
19.4. Retained Services are for a minimum term of six months unless otherwise stated in the Proposal.
19.5. If You wish to terminate Retained Services during the minimum term, You must serve Notice to Terminate, and the full cost of the remaining minimum term, less any sums paid to date, will be due and payable upon expiry of the notice period.
19.6. After the minimum term has expired, Retained Services are terminable on one month’s written notice unless otherwise agreed in the Proposal.
19.7. Ad-hoc Support will automatically terminate once the approved or purchased time has been spent, unless You purchase additional time, or after six months has elapsed, whichever is sooner.
19.8. If You wish to terminate Ad-hoc Support before the approved or purchased time has been spent, You must give Us Notice to Terminate.
19.9. You will be charged for time spent to date, rounded up to the nearest hour, unless otherwise agreed in writing.
19.10. Website Payment Plans cannot be cancelled part-way through the agreed payment term. If You terminate a Website Payment Plan early, the remaining balance shall become due and payable.
19.11. Hosting, maintenance, and monthly website support Services are terminable on one month’s written notice after any minimum term has expired, unless otherwise stated in the Proposal.
19.12. If either Party fails substantially to perform in accordance with the Contract, this Agreement may be terminated by the other Party upon service of a Notice to Terminate.
19.13. We may suspend or terminate performance of any or all Services and other obligations under the Contract by giving You at least 7 days’ written notice on the following grounds:
a) We are prevented from or impeded in performing the Services for reasons beyond Our control;
b) force majeure;
c) non-payment;
d) failure to provide required information, Assets, access, feedback, or approval;
e) unreasonable, abusive, threatening, or inappropriate behaviour towards Us or Our team;
f) a request to carry out work which We believe to be unlawful, misleading, harmful, or damaging to Our reputation; or
g) any other reasonable grounds for suspension or termination.
19.14. In the event of termination, We shall cease performance of the Services in an orderly and economical manner on the expiry of the notice period.
19.15. Where a breach is capable of remedy and the Party in breach has not remedied the breach within 30 days of receiving written notice, the Agreement may be terminated immediately, without prejudice to any other remedies available under this Agreement or Your statutory rights.
19.16. Performance of the Services may be terminated immediately by written notice from either Party if:
a) the other Party becomes bankrupt, insolvent, subject to a receiving or administration order, goes into liquidation, makes any arrangement with creditors, or becomes unable to pay its debts; or
b) the other Party becomes unable to perform its obligations through death or incapacity.
19.17. If this Agreement is ended, it will not affect Our right to receive any money which You owe to Us under this Agreement.
19.18. You shall be required to make payment in full for all Services performed, costs incurred, committed third-party costs, and sums due up to the date of termination.
20. Consumer Cancellation Rights
20.1. If You are acting as a consumer and the Consumer Contracts Regulations apply, You may have a legal right to cancel the Contract within 14 days.
20.2. If You ask Us to begin providing Services during the 14-day cancellation period, You agree that We may begin work.
20.3. If You then cancel during the 14-day cancellation period, You may be required to pay for the Services provided up to the point of cancellation.
20.4. Where the Services have been fully performed during the cancellation period, You may lose the right to cancel, where permitted by law.
20.5. This clause does not apply to business customers where consumer cancellation rights do not apply.
21. Limitation on Liability
21.1. Nothing in this Agreement limits or excludes Our liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability which cannot legally be limited or excluded.
21.2. Except for any legal responsibility that We cannot exclude in law, We are not legally responsible for:
a) losses that were not foreseeable to You and Us when the Contract was formed;
b) losses that were not caused by any breach on Our part;
c) business losses where You are a consumer;
d) losses to non-consumers except as set out in this Agreement;
e) loss of profit;
f) loss of data;
g) loss of use;
h) loss of production;
i) loss of opportunity;
j) loss of savings;
k) harm to reputation or goodwill;
l) loss caused by third-party suppliers, platforms, software, plugins, hosting providers, printers, advertisers, or service providers;
m) loss caused by cyber attacks, malware, hacking, unauthorised access, or security breaches unless caused directly by Our failure to exercise reasonable skill and care; or
n) loss caused by Your failure to follow Our advice or provide accurate information.
21.3. Where You are a trade client, We shall not be liable for consequential, indirect, or special losses.
21.4. Our total liability shall not exceed the sums paid or payable by You under the order, Proposal, or Contract to which the alleged liability relates.
21.5. In respect of any claim by You under the Contract, Our liability shall be limited to the proportion of the loss caused by Our failure to exercise reasonable skill, care, and diligence in the performance of Our duties under the Contract.
21.6. Our liability for loss or damage shall not exceed the amount of Our professional indemnity insurance.
21.7. No employee, director, contractor, subcontractor, representative, or agent of Kangaroo Connections Ltd shall be personally liable to You for any negligence, default, or other liability arising from performance of the Services.
21.8. We have no liability for delays, service disruption, loss, or damage caused by Third-party Suppliers or Third-party Services.
22. Entire Agreement
22.1. This Contract, defined as the Agreement, Proposal, these Terms and Conditions, and any agreed scope of work, represents the entire understanding and agreement between the Parties relating to the Services and supersedes any prior agreements, whether written or oral.
22.2. The terms and conditions of this Contract shall govern any other documents that may conflict with this Contract.
22.3. No amendment, modification, or waiver of any provision shall be effective unless in writing and agreed by both Parties.
22.4. If any clause or part of any clause of the Contract is ruled by the courts to be invalid or unenforceable, it shall be severed from the Contract and shall not affect the validity of the remaining clauses.
22.5. Neither Party shall assign the benefit of the Contract or any rights arising under it without the prior written consent of the other Party, such consent not to be unreasonably withheld.
22.6. We reserve the right to subcontract performance of any part of the Services without notice to You. Any such subcontracting shall not relieve Us of responsibility for carrying out the Services in accordance with the Contract.
22.7. The Parties may, by agreement, novate the Contract on terms to be agreed.
23. Disputes
23.1. We will try to resolve any disputes with You quickly and efficiently.
23.2. If You are unhappy with Our service or any other matter, please contact Us as soon as possible.
23.3. Any complaints will be dealt with in accordance with Our internal complaints process in the first instance.
23.4. We may attempt to settle any dispute with You under this Contract by negotiation or mediation.
23.5. Either Party may refer the matter to adjudication or legal proceedings where appropriate.
23.6. If You want to take court proceedings, You agree to submit to the exclusive jurisdiction of the courts of England and Wales.
23.7. The laws of England and Wales will apply to this Agreement.
24. Third-party Rights
24.1. There is no intention to grant rights to third parties pursuant to the Contracts (Rights of Third Parties) Act 1999, other than to lawful assignees.
24.2. No one other than a Party to this Agreement has any right to enforce any term of this Agreement.
25. Acceptance
25.1. By accepting a Proposal, signing an Agreement, paying a Deposit, setting up a Direct Debit, giving written approval by email, or instructing Us to begin work, You confirm that You have read, understood, and accepted these Terms and Conditions.
25.2. These Terms and Conditions apply to all Services provided by Kangaroo Connections Ltd unless We agree otherwise in writing.