Terms & Conditions for EMPEX DIGITAL services

These Terms & Conditions govern use of the EMPEX website and professional services supplied by EMPEX DIGITAL LTD, a company based in the United Kingdom.

• Company number: 16489057.
• VAT number: 511230750.
• Our principal offering is professional website design and development.
• Supporting services may include web application development, mobile and progressive web applications, e-commerce, AI integration and automation, Smart Alerts and notification workflows, digital strategy, SEO and content-related services, AI Search Visibility / GEO, email infrastructure, Website Visibility Audits, booking, payment and workflow systems, integrations and digital business systems.

These terms are primarily intended for business customers. If a client is legally acting as a consumer, mandatory statutory rights remain unaffected. EMPEX will provide contracted services with reasonable care and skill.

In these terms, the following definitions apply unless the context requires otherwise.

The contractual hierarchy is:

1. A signed project agreement, statement of work or accepted proposal.
2. Any service-specific terms expressly incorporated into that agreement.
3. These general Terms & Conditions.
4. Any other written project documentation accepted by both parties.

Where documents conflict, the more specific signed or accepted project document takes priority. Relevant service-specific terms may include the Website Aftercare Terms & Conditions and the Website Audit Terms & Conditions.

An Agreement may be formed when the Client signs a proposal or agreement, approves it by email, pays a deposit, submits an online order, instructs EMPEX to begin work or otherwise clearly accepts the quoted project.

Website descriptions are general and do not replace the agreed Proposal. Marketing statements do not create obligations beyond the accepted Project Scope unless expressly included in writing.

You must use the EMPEX website lawfully and responsibly.

• You must not use the website for unlawful purposes.
• You must not attempt to compromise site security or bypass access controls.
• You must not use automated abuse, scraping or traffic patterns that materially disrupt the website.
• You must not transmit malware, malicious code or harmful files.
• You must not impersonate another person or organisation.
• You must not misuse enquiry, contact or booking forms.
• You must not infringe EMPEX intellectual property or third-party intellectual property.

EMPEX may restrict access where reasonably necessary for security, legal compliance or protection of the website and its users.

• Quotations and proposals are valid for the period stated in them.
• If no validity period is stated, the default validity period is 30 calendar days.
• Work does not normally begin until acceptance, required information and any required deposit have been received.
• Schedules are estimates unless expressly guaranteed in writing.
• Availability may change if acceptance or deposit payment is delayed.
• EMPEX may decline work that is unlawful, unethical, outside its capability or creates unreasonable technical or commercial risk.

• Deposit and milestone amounts are set in the Proposal.
• Deposits reserve project capacity and fund commencement work.
• Milestone invoices become payable when the relevant milestone is reached.
• Final invoices may become due before launch, transfer or release of final Deliverables where the Proposal says so.
• All website prices exclude VAT unless stated otherwise.
• Invoices are payable by the due date shown on the invoice.
• Payment methods and schedules are defined by the Proposal or invoice.

The Client must raise any genuine invoice dispute promptly and provide reasonable details. Undisputed portions remain payable by the due date.

• Only work listed in the accepted Project Scope is included.
• Assumptions, exclusions and Client dependencies are part of the Project Scope.
• Additional work requires a Change Request or separate quote.
• EMPEX must seek approval before performing chargeable out-of-scope work, except urgent work reasonably needed to protect security or data where prior approval is impractical.
• Change Requests may affect pricing and delivery dates.
• Small informal discussions do not automatically expand the Project Scope.

The Client is responsible for timely cooperation and accurate information. This includes responsibilities to:

• provide complete and accurate information;
• supply content and assets on time;
• provide one authorised decision-maker where appropriate;
• provide feedback and approvals;
• maintain valid access credentials;
• ensure supplied content is lawful and that the Client owns or has permission to use it;
• notify EMPEX of regulated or sensitive data;
• maintain privacy notices, legal notices and regulatory compliance relevant to the Client's business;
• secure Client-owned accounts and use multi-factor authentication where available;
• avoid making uncoordinated changes during development;
• notify EMPEX before another developer accesses the Project; and
• maintain third-party licences assigned to the Client.

Client failures may cause delay, additional cost or suspension.

• Delivery estimates depend on timely access, content, decisions and feedback.
• Delays caused by the Client extend the project timetable.
• Prolonged inactivity may lead to rescheduling.
• EMPEX may place an inactive Project on hold after written notice.
• Restarting a paused Project may be subject to availability and reasonable remobilisation costs.

Projects may rely on Third-Party Services such as cloud platforms, domain registrars, email providers, payment providers, AI/model providers, APIs, plugins, licences, fonts, stock assets, SMS services, analytics, CRM systems, booking platforms, app stores, marketplaces and advertising platforms.

• Third-Party Services have their own terms, policies and availability commitments.
• Third-party charges are separate unless expressly included in the Proposal.
• Providers may change pricing, APIs, functionality and availability.
• EMPEX is not responsible for failures outside its reasonable control.
• Additional work caused by third-party changes may be separately quoted.
• The Client may need to open and own relevant accounts.

• Domain ownership should normally remain with the Client.
• EMPEX may assist with registration, DNS and SSL where included or separately agreed.
• Domain registration and renewal charges are separate unless expressly included.
• Clients must maintain valid registrant and billing details.
• EMPEX no longer sells standalone hosting. Hosting is available only through Website Aftercare for EMPEX-built projects.
• Clients may host elsewhere.
• If hosting elsewhere, the agreed Project Handover may include codebase transfer, repository transfer, database or export guidance, an environment-variable checklist and deployment notes.
• External deployment, migration or infrastructure rebuilding may be separately quoted.
• EMPEX internal reusable tools, unrelated credentials and proprietary deployment systems are not automatically transferred.

Website Aftercare is optional and is only available for websites and applications built by EMPEX. It combines agreed hosting, support and maintenance for eligible projects.

Launch, Growth and Pro Aftercare are governed by the separate Website Aftercare Terms & Conditions.

• No ongoing hosting, maintenance or monitoring is included after delivery unless Website Aftercare or another support agreement has been purchased.
• External projects are not accepted into standard Website Aftercare.
• Website Aftercare does not include unlimited development.
• Larger changes are separately quoted.

EMPEX may provide staging links, previews, prototypes or milestones. The Client must test relevant functions and provide consolidated feedback.

Acceptance occurs when:

• written approval is provided;
• the Client instructs launch;
• the Deliverable is put into production use; or
• the review period expires without a material rejection.

Unless the Proposal states another review period, the default review period is seven calendar days from when reasonable review access is provided.

• Minor defects that do not materially prevent intended use do not automatically justify rejecting the entire Project.
• EMPEX must be given a reasonable opportunity to correct verified in-scope defects.
• New preferences and scope additions are not defects.
• Latent defects remain subject to applicable law and any written warranty period.
• Acceptance does not remove rights that cannot legally be excluded.

Ownership and licensing are defined by the Proposal. Client-owned content remains the Client's property.

• After full payment, the Client receives the ownership or licence expressly stated in the Proposal.
• Where a custom Project includes codebase handover, the Client may receive the agreed project-specific source code.
• EMPEX retains ownership of pre-existing materials, reusable libraries, frameworks, generic components, internal tooling, methods, templates, know-how and systems not created exclusively for the Client.
• Third-party materials remain subject to third-party licences.
• No transfer takes place until undisputed amounts are paid.
• The Client may not resell EMPEX reusable proprietary systems unless expressly permitted.
• EMPEX may reuse general skills, concepts and non-confidential know-how.

The Client warrants that it owns or has permission to use Client Content, including text, images, video, logos, trademarks, data, testimonials, customer information, product information, music, documents and other supplied materials.

EMPEX may refuse content that appears unlawful, infringing, deceptive, harmful or technically unsafe. EMPEX is not responsible for independently verifying every Client-supplied claim unless verification is expressly part of the Project Scope.

• Unless confidentiality or the Proposal states otherwise, EMPEX may identify the Client and display non-confidential completed work in its portfolio, case studies and marketing.
• EMPEX must not disclose confidential business information.
• The Client may opt out in writing before publication.
• Regulated, sensitive or white-label work should not be published without permission.

Each party must protect Confidential Information, use it only for the Project, disclose it only to personnel or subcontractors who need it and are bound by confidentiality, and protect credentials and technical documentation.

Confidential Information may be disclosed where required by law. Confidential Information does not include information that is public through no breach, was already lawfully known, is independently developed or is lawfully received from a third party.

Confidentiality obligations survive termination for a reasonable period. Trade secrets must be protected for as long as they remain confidential.

• AI outputs may be probabilistic, incomplete or inaccurate.
• Human review may be required.
• AI is not a substitute for regulated professional advice.
• The Client must approve intended use cases and identify high-risk, sensitive or regulated processing.
• Third-party models may change, and API limits or provider policies may affect performance.
• EMPEX does not guarantee identical outputs.
• The Client remains responsible for decisions made using outputs.
• AI-generated content may require factual, legal, brand and intellectual-property review.
• Prohibited or unlawful uses are not allowed.

This section covers SEO, local SEO, AI Search Visibility / GEO, analytics, Search Console, content optimisation, Website Audits and paid advertising where separately contracted.

• EMPEX does not guarantee rankings, AI citations, traffic, enquiries, sales or revenue.
• Search engines and AI platforms are independent, and algorithms and results change.
• Reports are informational and based on available data at the time.
• Clients must implement or approve recommendations where required.
• Ongoing SEO is separate from Website Aftercare unless expressly included.
• Ad spend and platform fees are separate unless expressly included.
• Platform suspension, rejection or policy changes are outside EMPEX's control.

• EMPEX will carry out reasonable testing against the browsers and devices stated in the Project Scope.
• No website or application is guaranteed to display identically across every browser, device, operating system or screen size.
• Legacy-browser support is included only if agreed.
• Accessibility work is included only to the standard expressly stated.
• External integrations may change.
• App-store approval is controlled by the relevant platform.
• Payment and booking systems depend on third parties.
• Performance depends on content, infrastructure and third-party scripts.
• Legal compliance such as sector-specific accessibility, financial regulation, healthcare rules or product claims must be separately scoped.

Nothing in this section removes EMPEX's obligation to use reasonable care and skill within the agreed scope.

• EMPEX applies reasonable security practices within scope.
• No system can be guaranteed completely secure.
• The Client must protect credentials and use multi-factor authentication where possible.
• The Client must notify EMPEX promptly of suspected compromise.
• Security incidents caused by Client actions, compromised accounts, external developers or third parties may require separately charged work.
• Security testing, penetration testing and compliance certification are not included unless expressly stated.
• Emergency actions may be taken to protect systems where reasonably necessary.

EMPEX's website privacy information is available in the Privacy Policy.

• Each party must comply with applicable UK data-protection law.
• The Client is normally controller for its customer and user data.
• EMPEX may act as processor where it hosts, stores or accesses data on the Client's instructions.
• Where EMPEX is a processor, a separate Data Processing Agreement or Article 28 terms may apply.
• The Client must provide lawful instructions and appropriate privacy information.
• The Client must identify special-category, criminal-offence or highly sensitive data before processing begins.
• Subprocessors may include hosting, email, analytics, monitoring and infrastructure providers.
• International transfers must use appropriate safeguards where required.
• Data breaches and data-subject requests will be handled according to applicable obligations and the processing agreement.

• Project delivery does not include indefinite free support.
• Any included defect-correction or warranty period is defined by the Proposal.
• Support for user error, third-party changes, content changes, new requirements or external modifications may be chargeable.
• Website Aftercare is available only for eligible EMPEX-built projects.
• External hosting handover does not include indefinite deployment support.
• Post-handover assistance is separately scoped.

• Cancellation must be in writing.
• The Client remains liable for work completed, committed costs, approved third-party costs and non-cancellable purchases.
• Deposits may be applied against work performed and reserved capacity.
• If prepaid amounts exceed properly due amounts, any refundable balance will be calculated reasonably.
• If properly due amounts exceed payments received, the balance remains payable.
• EMPEX may terminate for serious breach, unlawful use, non-payment, abusive conduct, security risk or prolonged failure to cooperate.
• Where breach can reasonably be remedied, EMPEX will give notice and an opportunity to remedy.
• Termination does not affect accrued rights.
• Handover obligations depend on payment and the Proposal.
• Client-owned data and content will be handled according to the Agreement and data-protection requirements.

EMPEX may proportionately suspend work or access where invoices are overdue, security is at risk, unlawful activity occurs, the Client materially breaches the Agreement, required access or cooperation is not provided, usage materially exceeds agreed limits, or Client or third-party changes create unacceptable risk.

EMPEX will give reasonable notice where practical, except in urgent legal or security situations.

• Completed work and used service periods are not refundable merely because the Client changes its mind.
• Deposits are handled according to work performed, committed costs and reserved capacity.
• Digital reports or audits already supplied are normally non-refundable, subject to applicable rights.
• Recurring services remain governed by their specific cancellation terms.
• Where EMPEX materially fails to provide an agreed service, it should first receive a reasonable opportunity to correct or reperform it where appropriate.
• Any statutory consumer remedies remain unaffected.

• Invoices must be paid by their due date.
• For qualifying business-to-business debts, EMPEX may claim statutory interest and fixed recovery compensation under applicable late-payment legislation.
• If the Agreement specifies a contractual interest rate, that rate applies where lawful.
• Reasonable additional debt-recovery costs may be claimed where permitted.
• EMPEX may suspend work after reasonable notice.
• Payment of overdue amounts does not automatically include reactivation or remobilisation work.

• EMPEX will provide Services with reasonable care and skill.
• Deliverables will materially conform to the agreed Project Scope at Acceptance.
• No guarantee is given that every system will be uninterrupted or error-free.
• No guarantee is given of business results.
• Third-Party Services remain independent.
• Client-specific regulatory compliance must be expressly scoped.
• No terms exclude rights that cannot legally be excluded.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, deliberate misconduct where exclusion is unlawful, or liabilities that cannot legally be excluded.

Subject to the above, EMPEX excludes indirect and consequential losses to the extent lawful. Excluded business losses may include loss of anticipated profit, revenue, opportunity, goodwill or savings where legally enforceable.

EMPEX does not absolutely exclude data loss caused by its failure to exercise reasonable care. The Client is responsible for maintaining appropriate backups for Client-controlled systems unless backup services are expressly included.

Unless a signed project agreement specifies a different cap, EMPEX's aggregate liability is capped at the total fees paid or payable under the affected project or service during the 12 months preceding the event giving rise to the claim.

All limitations apply only to the extent permitted by law and may be subject to statutory reasonableness requirements.

The Client is responsible for third-party claims arising from unlawful Client Content, infringement caused by materials supplied by the Client, unlawful use of Deliverables, or Client instructions that breach law or third-party rights.

The indemnified party must notify the other party promptly, provide reasonable cooperation and not settle a claim in a way that unfairly prejudices the other party without consent.

Neither party is responsible for delay or failure caused by events outside reasonable control, including major cloud or internet outages, utility failure, natural disaster, widespread cyber incidents, war or civil emergency, government action, labour disruption, transport interruption and third-party provider failure outside reasonable control.

The affected party should give reasonable notice and mitigate effects where practical. If the event continues for a prolonged period, either party may discuss suspension or termination of the affected Services.

Complaints should first be sent to support@empexdigital.io or through the contact form.

• EMPEX will acknowledge and investigate complaints within a reasonable period.
• Both parties should attempt good-faith resolution.
• Mediation may be considered by agreement.
• EMPEX does not claim membership of an ADR scheme unless separately confirmed.
• Court rights remain available.

• Updates may apply to future website use and new agreements from publication.
• Material changes affecting an active recurring service require reasonable notice.
• Changes do not retrospectively alter an already-paid or completed project period.
• Signed project-specific terms remain controlling.
• The last-updated date will show the revision date.

These terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

For business clients, the courts of England and Wales have exclusive jurisdiction, unless the parties agree otherwise in writing.

If the Client is acting as a consumer, this clause does not remove any mandatory right to bring proceedings in another court available under applicable law.