Terms & Conditions

Effective Date: 14/05/2026

These Terms and Conditions apply to all services supplied by Midnight Media Digital Ltd trading as Midnight Media.

1: Definitions

In these Terms:

Agency, we, us, or our means Midnight Media Digital Ltd.
Client, you, or your means the person, company, partnership, organisation or other entity purchasing or using our services.
Services means any work, service, deliverable, hosting, support, consultancy, domain management, design, development, SEO, advertising, maintenance, content, software configuration, or related service supplied by us.
Project means any one-off or scoped piece of work supplied by us.
Recurring Services means any ongoing or renewing service including hosting, care plans, maintenance, support, SEO retainers, software licences, domain renewals, subscriptions, and similar services.
Deliverables means the outputs of a Project or Services, including websites, graphics, content, code, strategy documents, reports, and related materials.
Third-Party Services means any service, software, platform, licence, plugin, API, host, registrar, payment gateway, analytics provider, social platform, ad platform, email provider, or other supplier not owned by us.

2: Acceptance of These Terms

By accepting a quotation, paying an invoice, instructing us to begin work, renewing any Recurring Service, or continuing to use any Service after these Terms have been made available, you agree to be bound by these Terms.

These Terms apply unless we have agreed separate written terms with you.

If there is any conflict between these Terms and a separately signed written agreement, the signed written agreement shall take priority to the extent of that conflict.

3: Quotations and Scope

All quotations are subject to availability and are valid for 30 days unless stated otherwise in writing.

A quotation is based on the information and requirements provided by the Client at the time of quoting. Any work outside the quoted scope may be charged additionally.

Unless expressly stated, a quotation includes only the Services specifically listed in it. It does not include additional revisions, copywriting, photography, videography, paid stock assets, third-party licences, premium plugins, ad spend, domain registration fees, hosting fees, or other items not expressly included.

Where a Project evolves beyond the original scope, we may pause work and issue a revised quotation or variation.

4: Deposits and Payment Terms

Unless otherwise agreed in writing:

a) Projects are invoiced with a 50% deposit before work begins and the balance on completion, launch, or within 2 months of commencement, whichever is sooner.
b) Recurring Services, including hosting, domain renewals, maintenance, software renewals and retainers, are invoiced in advance.
c) Invoices are due on receipt unless a different due date is shown on the invoice.
d) We may require full payment in advance for certain services, renewals, reinstatements, or urgent work.

We reserve the right not to begin, continue, release, launch, renew, transfer, migrate, or restore any Service until the relevant invoice has been paid in full.

5: Late Payment

If an invoice remains unpaid after its due date, the account may be treated as overdue.

If an invoice remains unpaid 30 days after the invoice date, the account shall be treated as in default unless we have agreed otherwise in writing.

We reserve the right to charge interest, reasonable administrative charges, recovery costs, third-party collection costs, reinstatement fees, and any costs reasonably incurred as a result of late payment.

Acceptance of part-payment does not waive our right to recover the full balance.

6: Client Responsibilities

The Client agrees to:

a) provide accurate, timely and lawful information, content, approvals and instructions
b) ensure it has the necessary rights and permissions for all materials supplied to us
c) review Deliverables promptly and provide feedback within a reasonable time
d) keep login credentials, account access details and contact details secure and up to date
e) ensure that any person instructing us on its behalf has authority to do so

We are not responsible for delays, errors, additional costs, or loss arising from inaccurate information, missing content, delayed feedback, unavailable decision-makers, or failures by the Client or its third-party suppliers.

7: Delays and Dormant Projects

If a Project is delayed by the Client for more than 14 days, we may adjust timelines and reschedule the work.

If a Project becomes inactive for 30 days or more due to Client delay, non-response, or lack of required materials, we may treat it as dormant. Dormant Projects may be paused, reprioritised, re-quoted, or closed.

Any deposit already paid is non-refundable unless we agree otherwise in writing.

8: Revisions and Approval

Unless stated otherwise in writing, quotations include a reasonable number of minor revisions appropriate to the scope of the Project.

Substantial changes, repeated redesigns, or changes in direction may be charged additionally.

A Deliverable shall be treated as approved when:
a) the Client confirms approval in writing
b) the Deliverable is used publicly or commercially by the Client
c) the website or related asset is launched at the Client’s request or with the Client’s approval
d) the Client fails to raise material issues within 7 days of delivery

9: Intellectual Property and Licence to Use

All intellectual property rights in our pre-existing materials, methods, code libraries, templates, frameworks, documentation, know-how, strategies, and internal processes remain ours.

Subject to full payment of all relevant invoices, we grant the Client a non-exclusive licence to use the final Deliverables for their intended business purpose.

Unless otherwise agreed in writing, ownership of working files, source files, editable design files, internal strategy documents, development environments, draft concepts, unused concepts, and non-final materials remains with us.

We may reuse general knowledge, skills, code patterns, workflows and non-confidential know-how developed during the provision of Services.

10: Third-Party Licences, Themes, Plugins and Tools

Any theme, plugin, API, template, stock asset, font, platform, or software licence supplied through us may remain subject to third-party licence terms.

Unless expressly agreed otherwise in writing, third-party licences obtained through our agency accounts remain under our control and may not be assigned, extracted, reused outside the supplied Project, or transferred independently.

Where a Client requires direct control of a third-party licence, the Client may be required to purchase that licence directly.

We are not liable for changes, failures, price increases, withdrawals, API limits, licence restrictions, outages, or policy changes imposed by third-party suppliers.

11: Hosting Services

Where we provide hosting, we will use reasonable care and skill in selecting and managing the hosting environment.

We do not guarantee uninterrupted availability, uninterrupted access, or error-free performance. Hosting and internet services can be affected by maintenance, provider outages, cyber incidents, force majeure events, software conflicts, DNS propagation, third-party platform failures, and events outside our reasonable control.

Unless expressly stated otherwise in writing, hosting includes only the services listed in the applicable quotation, invoice, service plan or package description.

Hosting fees are payable in advance and are non-refundable once the service period has begun.

12: Backups and Restoration

Where backups are provided, they are provided as a convenience and business continuity measure, not as an absolute guarantee.

Unless expressly agreed otherwise in writing:
a) backup frequency, retention period, scope and restore points may vary
b) restoration is not guaranteed in every circumstance
c) backup copies may not include every file, mailbox, revision, integration, or third-party system
d) restoration work may be chargeable unless included within an active support arrangement

The Client remains responsible for keeping its own copies of critical business data unless we have expressly agreed a managed backup and restoration service in writing.

13: Domains

13.1 We may register, renew, manage and hold domain names on behalf of the Client through our own registrar accounts or through third-party registrar systems.

13.2 All domain registration and renewal fees are payable in advance.

13.3 We are under no obligation to register, renew, transfer, release, change registrar, or continue managing any domain name unless all related invoices and any other sums due on the Client account have been paid in full.

13.4 Where we have registered or renewed a domain name on behalf of the Client, control of that domain may remain with us until all outstanding sums relating to that domain and the associated Client account have been paid in full.

13.5 If the Client’s account is in default, we may, at our discretion and subject always to applicable registry rules, registrar rules and law:
a) refuse or delay any transfer, release, renewal or registrar change request
b) decline to renew the domain name
c) retain control of the domain name until the outstanding balance has been resolved
d) take any other action reasonably permitted under the relevant registry or registrar rules

13.6 We are not liable for the loss, expiry, suspension, cancellation, auction, release, transfer failure, non-renewal, or unavailability of any domain name where that outcome arises from the Client’s non-payment, late payment, failure to provide timely instructions, inaccurate contact details, or failure to respond to renewal notices.

13.7 Any action we take in relation to a domain name shall always be subject to the rules of the relevant registry and registrar and to applicable law. Where those rules conflict with these Terms, the registry or registrar rules shall take priority to the extent required.

14: Support, Maintenance and SEO Services

Any support, maintenance, consultancy, SEO or retained service is limited to the scope stated in the relevant plan, quotation or invoice.

Unless expressly included, retained services do not include emergency recovery, redesign, major development, copywriting, legal review, ad spend, paid tools, advanced technical audits, or work caused by third-party changes.

SEO, advertising and marketing services are provided on a best-efforts basis. We do not guarantee rankings, traffic volumes, conversions, lead levels, ad approval, platform stability, or business results.

15: Suspension and Default

15.1 Any account with an invoice remaining unpaid 30 days after the invoice date shall be treated as in default unless we have agreed otherwise in writing.

15.2 Once an account is in default, we may suspend some or all Services immediately, including hosting, website access, maintenance, updates, support, licences, deliverables, admin access, domain actions, and related services.

15.3 During suspension, the Client may lose access to the website, hosting environment, files, databases, admin logins, control panels, forms, integrations and other associated services.

15.4 If an account remains unpaid for 60 days or more, we may terminate the affected Services and permanently remove the hosting account and associated website data without further obligation to retain or restore it.

15.5 Suspension, termination, deletion, non-renewal or refusal to transfer does not waive the Client’s obligation to pay all outstanding sums in full.

15.6 We may continue to retain control of affected Services and decline transfer, release, restoration or handover requests until the account balance has been cleared in full, subject always to applicable registry rules, registrar rules, third-party licence rules and law.

16: Termination

The Client may terminate Services by written notice, subject to any minimum term, advance notice requirement, renewal commitment already incurred, or outstanding sums.

We may terminate or refuse to continue any Service where:
a) the Client is in default
b) the Client breaches these Terms
c) the Client behaves abusively, unlawfully, fraudulently or unreasonably
d) a third-party supplier withdraws or restricts a required service
e) continued provision of the Service is not commercially or operationally reasonable

On termination, any outstanding sums become immediately due.

17: Handover and Migration

On written request and subject to payment of all outstanding sums, we will provide reasonable handover information relating to the Services we actively control.

Handover, migration, repointing, packaging, exporting, coordination with new suppliers, DNS changes, and transfer assistance may be chargeable unless expressly included in an active support arrangement.

We are not obliged to provide editable working files, internal notes, development environments, agency-owned licences, or proprietary workflows unless agreed in writing.

18: Deletion and Retention

Following cancellation, suspension, termination, or transfer away, we may remove the hosting account and associated website data within a reasonable period unless retention is required for legal, regulatory, accounting, security, insurance, anti-fraud, dispute-resolution or evidential purposes.

We may retain limited Client records, invoices, payment records, correspondence, and essential account information for as long as reasonably necessary for legal, accounting, tax, fraud-prevention, debt-recovery, or legitimate business administration purposes.

19: Client Content and Legal Compliance

The Client is solely responsible for the legality, accuracy, ownership, and appropriateness of all content, materials, data, claims, offers, images, video, audio, trademarks, personal data, and instructions supplied to us or published using the Services.

The Client warrants that it has all necessary rights and permissions to use all supplied materials.

We reserve the right to refuse, remove, suspend, or decline to publish content that we reasonably believe is unlawful, infringing, misleading, defamatory, harmful, discriminatory, or otherwise inappropriate.

20: Design Credit

Unless otherwise agreed in writing, we may place a discreet design, build, hosting, maintenance, or marketing credit on websites we create or manage.

If such a credit is removed without our written permission, we reserve the right to charge a reasonable credit removal fee and to invoice for any additional work required to separate agency-managed assets from the website.

21: Confidentiality

Each party shall keep confidential any non-public business, commercial, financial, technical or strategic information received from the other party and shall not disclose it except where required by law or where disclosure is reasonably necessary for the performance of the Services.

This clause does not apply to information that is already public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed without use of the confidential information.

22: Data Protection

Each party shall comply with applicable data protection law in relation to any personal data processed in connection with the Services.

Where we process personal data on the Client’s behalf, the Client remains responsible for ensuring it has an appropriate lawful basis, privacy information, and authority to provide that data for processing.

We will process personal data only to the extent reasonably required to provide the Services, comply with legal obligations, protect our rights, maintain records, or manage legitimate business operations.

Further details about how we process personal data are set out in our Privacy Policy.

23: Warranties and Disclaimers

We warrant that we will provide the Services with reasonable care and skill.

Except as expressly stated in these Terms, all other warranties, representations and conditions are excluded to the fullest extent permitted by law.

We do not warrant that Services will be uninterrupted, error-free, secure from every cyber threat, or compatible with every plugin, browser, device, system or future third-party update.

24: Limitation of Liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, we shall not be liable for:
a) loss of profit
b) loss of revenue
c) loss of business
d) loss of opportunity
e) loss of reputation or goodwill
f) loss of anticipated savings
g) loss of data
h) indirect, consequential or special loss

Subject to the paragraph above, our total aggregate liability arising out of or in connection with the Services shall not exceed the total fees actually paid by the Client to us for the specific Service giving rise to the claim in the 12 months preceding the event giving rise to liability.

25: Indemnity

The Client shall indemnify us against claims, losses, liabilities, costs and expenses arising from content, materials, instructions, data, campaigns, or activities supplied, authorised or requested by the Client that are unlawful, infringing, misleading, defamatory, non-compliant, or otherwise in breach of applicable law or third-party rights.

26: Third-Party Suppliers

We may use Third-Party Services in providing the Services.

The Client acknowledges that many aspects of websites, hosting, analytics, domains, advertising, SEO, email delivery, search visibility, payment systems, AI tools, APIs and platform integrations depend on Third-Party Services outside our direct control.

We are not responsible for failures caused by the acts or omissions of Third-Party Services, except to the extent caused by our own negligence in selecting, configuring or managing them where we had direct control.

27: Force Majeure

We shall not be in breach of these Terms or liable for delay or failure to perform any obligation to the extent that delay or failure results from events outside our reasonable control, including internet failures, cyber incidents, provider outages, industrial disputes, illness, acts of God, government action, war, civil unrest, natural disaster, fire, flood, or interruption of utilities.

28: Non-Solicitation of Personnel and Freelancers

The Client agrees not to knowingly solicit for direct employment or direct engagement any employee, contractor or freelancer introduced by us for the purpose of bypassing our agency relationship during the period of engagement and for 12 months after the last payment made by the Client to us, unless we give written permission.

If the Client breaches this clause, we may charge a reasonable recruitment or introduction fee.

29: Notices

Any formal notice under these Terms must be given in writing by email or by another written method we reasonably accept.

Notices sent by email shall be treated as received on the next working day after sending, unless the sender receives a bounce-back or delivery failure notice.

30: General

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force.

A failure or delay by us in exercising any right shall not constitute a waiver of that right.

These Terms constitute the entire agreement between the parties in relation to the Services, except where a separate signed written agreement applies.

Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship between the parties.

31: Changes to These Terms

We may update these Terms from time to time.

Any updated version shall state its effective date and shall apply to:
a) all new agreements entered into on or after that date
b) all future renewals or future service periods starting on or after that date

For existing live service periods, the version in force at the start of that service period or renewal period will continue to apply until the next renewal or new work instruction, unless a change is required by law, regulation, registry rules, registrar rules, or a third-party supplier whose service forms part of the Services.

32: Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or the Services shall be governed by the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, unless we choose to bring a claim for debt recovery or injunctive relief in another court of competent jurisdiction.