Legal
Terms & Conditions
Last updated 1 January 2024
These are the terms on which Hatcha Limited supplies design, development, hosting, support and related services. Please read them — they set out what we will do, what we need from you, who owns what, and how either of us can bring the arrangement to an end.
These terms apply to every proposal, quotation, order and contract between Hatcha Limited and its clients from the effective date above. They form part of the contract between us. Where a proposal refers to these terms, accepting that proposal — in writing, by email, by signature, by paying a deposit, or by asking us to start work — means you accept these terms.
Some clauses limit what we are responsible for, commit you to a minimum contract term, or set out notice you must give us. Those clauses are highlighted throughout so you can find them easily. If anything here does not work for your organisation, tell us before you accept a proposal and we will discuss it.
1. Application of these terms
1.1 These terms govern the supply of all Services by us to you and, together with the accepted Proposal, form the entire agreement between us.
1.2 These terms take precedence over any terms you put forward, whether in a purchase order, supplier portal, procurement policy or other document, unless we have expressly agreed otherwise in a document signed by a director of Hatcha Limited.
1.3 If there is a conflict between these terms and an accepted Proposal, the Proposal prevails on scope, deliverables, timescales and price, and these terms prevail on all other matters.
1.4 We may amend these terms from time to time. The version in force at the date your Proposal is accepted governs that engagement. Amended terms apply to Services ordered after the amended version takes effect, and to hosting or support from the start of the next Renewal Term following notice of the change.
2. Definitions
2.1 “we”, “us”, “our” means Hatcha Limited, registered in England and Wales under company number 14427711, whose registered office is Unit D2A, Fairoaks Airport, Chobham, Surrey, GU24 8HU.
2.2 “you”, “your” means the business, company or organisation that accepts a Proposal.
2.3 “Background IP” means intellectual property owned or licensed by us that exists before, or is created independently of, the Services — including our frameworks, code libraries, components, templates, methodologies, tooling, deployment configuration and know-how.
2.4 “Deliverables” means the final work products we create specifically for you and deliver under a Proposal.
2.5 “Hosting Services” means the hosting, infrastructure and associated services described in clause 7.
2.6 “Initial Term” and “Renewal Term” have the meanings given in clause 7.
2.7 “Proposal” means a written proposal, quotation, statement of work or scope document issued by us.
2.8 “Services” means the services described in a Proposal, including design, development, hosting, support and consultancy.
2.9 “Working Day” means Monday to Friday excluding English public holidays.
3. Proposals and formation of contract
3.1 A Proposal is an invitation to treat and is not an offer capable of acceptance after it expires. Unless stated otherwise, a Proposal remains open for 30 days from its date.
3.2 A contract is formed when we receive your written acceptance of a Proposal, or when you pay a deposit or instruct us to begin work, whichever happens first.
3.3 Prices in a Proposal are fixed for the scope described in that Proposal. They are not fixed for work outside that scope — see clause 4.
3.4 Timescales given in a Proposal are estimates based on the assumption that you will meet your obligations under clause 5. They are not of the essence unless we agree specific dates in writing and describe them as binding.
4. Scope of work and changes
Key term. Anything not described in the accepted Proposal is a change, and is charged separately. This applies even where the request relates to, extends or refines something that is described in the Proposal.
4.1 We will supply the Services described in the accepted Proposal with reasonable skill and care.
4.2 If you ask for work that is not described in the Proposal, we will treat it as a change request. We will provide a written quotation covering the additional fee and any effect on timescales. We are not obliged to carry out the work until you have accepted that quotation in writing.
4.3 Without limiting clause 4.2, the following are changes rather than included work: additional pages, templates, features, integrations or functionality; additional rounds of revision beyond those stated in the Proposal; changes to previously approved designs, content or specifications; migration of content or data not described in the Proposal; and work arising from a change in your requirements, brand or third-party systems.
4.4 Where a Proposal states a number of concept or revision rounds, further rounds are chargeable at our then-current day rate.
4.5 We may make minor technical changes to the Deliverables that do not materially affect their function or appearance.
5. Your responsibilities
5.1 You will provide, promptly and in a usable format, all content, copy, images, data, brand assets, access credentials, approvals and decisions we reasonably need in order to perform the Services.
5.2 You will nominate one person with authority to give instructions and approvals on your behalf, and will tell us if that person changes.
5.3 You will respond to requests for feedback, information or approval within 5 Working Days unless we agree otherwise.
5.4 You are responsible for the accuracy, legality and completeness of all material you supply, including compliance with any regulatory requirements applying to your sector. We do not check your content for regulatory compliance and give no advice on it.
5.5 If you do not meet these obligations and this delays or increases the cost of the Services, we may adjust timescales and charge for additional time at our then-current day rate.
5.6 If a project is delayed by more than 30 days for reasons attributable to you, we may invoice for all work completed to that point, release the allocated resource, and charge a remobilisation fee when work resumes.
5.7 Where we submit a deliverable, design, specification or other work product to you for approval, you must either approve it or provide consolidated written comments within 5 Working Days. If you do not respond within that period, the item is deemed approved and we may proceed on that basis.
5.8 Where a project is complete other than for your approval, and you have not responded within 10 Working Days of our written request for sign-off, the project is deemed complete. The final invoice becomes payable and the warranty period in clause 13.2 begins on that date.
5.9 You are solely responsible for compliance with any laws or regulations applying to your business or sector, including any requirements of the Financial Conduct Authority, the Prudential Regulation Authority or any other regulator. We supply design, development, hosting and technical services only. We do not provide legal, financial, regulatory or compliance advice, and nothing in the Deliverables or our work is to be relied on as such.
5.10 You will not rely on us to determine whether any content, functionality, calculation, promotion or communication forming part of the Deliverables complies with any regulatory requirement, and you will obtain your own professional advice on those matters. You are responsible for reviewing and approving all such content before it goes live, and you indemnify us against any claim, loss or penalty arising from the regulatory non-compliance of content or requirements you supply or are responsible for.
6. Fees, invoicing and payment
6.1 Unless a Proposal states otherwise, project fees are payable as follows:
- projects up to £5,000: 50% on acceptance of the Proposal, and 50% before launch or final delivery;
- projects from £5,001 to £20,000: 40% on acceptance, 30% on approval of designs, and 30% before launch or final delivery;
- projects over £20,000: 25% on acceptance, then in instalments against the milestones set out in the Proposal, with the final 15% payable before launch or final delivery.
The first payment is non-refundable once work has commenced.
6.2 We are not obliged to launch, deploy, publish or transfer any Deliverable until all sums then due under the contract have been paid in cleared funds. Hosting and support fees are invoiced annually in advance unless agreed otherwise.
6.3 Invoices are payable within 14 days of the invoice date, in pounds sterling, by bank transfer to the account shown on the invoice.
6.4 All fees are exclusive of VAT, which will be added at the prevailing rate where applicable.
6.5 If you do not pay on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and recover our reasonable costs of obtaining payment.
6.6 You must pay all sums in full without set-off, deduction, counterclaim or withholding, except as required by law.
6.7 If you dispute an invoice you must notify us in writing within 10 Working Days of the invoice date, giving your reasons. Undisputed amounts remain payable on the due date.
6.8 We may suspend the Services, including Hosting Services, where an invoice remains unpaid 14 days after its due date and we have given you 7 days’ written notice of our intention to suspend. See also clause 17.
6.9 Where we incur third-party costs on your behalf — including licences, fonts, stock assets, domain registrations and cloud usage — these are recharged to you at cost plus 10% unless stated otherwise in the Proposal.
7. Hosting services
Key term — minimum term and notice. Hosting runs for a minimum term of 12 months and renews automatically for further 12-month terms. To stop it renewing, you must give us at least 3 months’ written notice before the end of the current term. If notice is given later than that, the contract renews and the fees for the full renewal term are payable.
7.1 Where the Proposal includes Hosting Services, they begin on the date the site goes live or the date we first provide the hosting environment, whichever is earlier, and continue for an initial term of 12 months (the Initial Term).
7.2 At the end of the Initial Term, and at the end of each subsequent term, the Hosting Services renew automatically for a further 12 months (each a Renewal Term) unless either party gives written notice of non-renewal not less than 3 months before the end of the then-current term.
7.3 If notice of non-renewal is not given within the period in clause 7.2, the Hosting Services renew and the fees for the whole of the Renewal Term become payable. This applies whether or not you continue to use the Hosting Services.
7.4 You may terminate Hosting Services during a term only for material breach under clause 17. If you cease using the Hosting Services during a term for any other reason, the fees for the remainder of that term become immediately payable and no refund is due.
7.5 We may revise hosting fees for a Renewal Term by giving you written notice not less than 3 months before the end of the then-current term. If you do not accept a revised fee you may give notice of non-renewal within 14 days of our notice, even if that falls outside the period in clause 7.2.
7.6 We do not guarantee uninterrupted or error-free availability unless a separate service level agreement is in place. We may carry out planned maintenance, and will give reasonable notice where we can.
7.7 We take routine backups as part of the Hosting Services and will use reasonable efforts to restore from them, but backups are not a substitute for your own records. You remain responsible for keeping your own copies of your content and data.
7.8 Hosting Services are subject to fair and reasonable use. Where your usage materially exceeds the resources anticipated in the Proposal, we will discuss this with you and may charge for the additional resource.
7.9 You must not use the Hosting Services to store or transmit material that is unlawful, infringing, defamatory or malicious, and you indemnify us against claims arising from your content.
7.10 Hosting Services are provided on infrastructure we select and control. Our deployment configuration and infrastructure tooling are Background IP and are licensed to you only for the duration of the Hosting Services. See clauses 11 and 12.
8. Domain names
8.1 Unless the Proposal states otherwise, domain names are registered in your name and remain your property. You are the registrant and are responsible for renewing them.
8.2 Where we register or manage a domain on your behalf, we do so as your agent and will transfer control to you on request.
8.3 We are not responsible for the loss or lapse of a domain name where renewal is your responsibility, or where the registrar acts or fails to act.
9. Third-party products and services
9.1 The Deliverables may incorporate third-party software, services, fonts, plugins, stock assets or APIs. These are supplied subject to the third party’s own terms and licences, and you are responsible for complying with them.
9.2 Where a third-party licence requires an ongoing fee, that fee is your responsibility from the point stated in the Proposal, or from launch where no point is stated.
9.3 We are not liable for the acts, omissions, availability, pricing changes, discontinuation or security of third-party products and services.
10. Support and maintenance
10.1 Hosting Services do not include support, content changes, feature work or maintenance. These are supplied under a separate support agreement or on an ad hoc basis at our then-current day rate.
10.2 Where a support retainer is in place, unused time does not carry over between periods unless expressly agreed.
10.3 Response and resolution times are not guaranteed unless set out in a separate service level agreement.
10.4 Applying security updates and patches to the Deliverables, their dependencies, frameworks and any content management system is not included in Hosting Services. It is provided only under a support agreement or as separately instructed and chargeable work.
10.5 Where we become aware of a critical security vulnerability affecting the Deliverables we will notify you and, if you ask, quote for remedial work. We are not liable for any loss arising from a vulnerability where you have declined, delayed or failed to instruct that work, or where no support agreement is in place.
10.6 Where a support retainer is in place, we may increase the retainer fee once in any 12-month period by not more than the greater of 5% and the percentage increase in the Consumer Prices Index over the preceding 12 months, on 30 days’ written notice.
11. Intellectual property
Key term — ownership passes on payment. You own the final Deliverables once you have paid us in full. Until then we own them, and any use you make of them is under a licence we can withdraw. Our Background IP stays ours, and you get a licence to use it as part of the Deliverables.
11.1 On receipt of full payment in cleared funds of all sums due under the relevant contract, we assign to you with full title guarantee all intellectual property rights in the Deliverables created specifically for you under that contract.
11.2 Until full payment is received, all intellectual property rights in the Deliverables remain ours. Any use of the Deliverables before full payment is under a revocable, non-exclusive licence which terminates automatically if you fail to pay any sum when due.
11.3 The assignment in clause 11.1 excludes our Background IP. We retain all rights in Background IP and grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it to the extent it is incorporated in the Deliverables, for the purpose for which the Deliverables were supplied. That licence is not transferable except to a purchaser of your business as a going concern, and does not permit you to license, resell or distribute the Background IP separately from the Deliverables.
11.4 Third-party materials are licensed and not assigned. Clause 9 applies.
11.5 Concepts, designs, drafts and code that are not selected or delivered as final Deliverables remain our property.
11.6 Our hosting infrastructure, deployment configuration, build pipelines and internal tooling are Background IP, are licensed to you for the duration of the Hosting Services only, and are not included in any assignment or in a handover under clause 12.
11.7 You warrant that any material you supply to us does not infringe any third party’s rights, and you indemnify us against all claims, costs and losses arising from a breach of that warranty.
11.8 We may describe and display the work we have done for you in our portfolio, case studies and marketing, provided we do not disclose information you have told us is confidential. You may ask us in writing not to do this and we will comply.
11.9 Where we place a discreet credit and link in the footer of a website we have built, you may ask us to remove it and we will do so at no charge.
12. Handover and migration on exit
Key term — migration is chargeable. You own the Deliverables once you have paid for them. Extracting, packaging and handing them over to you or another supplier is separate work, and we charge for the time it takes.
12.1 If the Services end for any reason, you may ask us in writing for a migration package. You must make that request within 30 days of the end of the Services.
12.2 The migration package comprises: the source code repository for the Deliverables; an export of the content management system database; an export of media and asset files; and a written summary of the DNS records required to point your domain elsewhere.
12.3 We will quote for the migration package in advance, charged at our then-current day rate with a minimum charge of half a day. The quoted fee is payable before we release the package.
12.4 Release of the migration package is conditional on all outstanding sums under any contract between us having been paid in full.
12.5 The migration package does not include Background IP as described in clause 11.6, our infrastructure or deployment configuration, third-party accounts held in our name, or ongoing assistance to an incoming supplier. A handover call of up to one hour is included; further assistance is chargeable at our then-current day rate.
12.6 We will retain your data for 30 days after the Services end. After that period we may delete it, and we are not obliged to retain or reproduce it.
12.7 For the avoidance of doubt, the fee under clause 12.3 is for the work of extraction and handover. It is not a fee for the transfer of intellectual property rights, which pass under clause 11.1 on payment.
13. Warranties and defects
13.1 We warrant that the Services will be performed with reasonable skill and care.
13.2 For 30 days after launch or delivery, we will correct at no charge any defect in code written by us that causes the Deliverables to fail to work materially as described in the Proposal.
13.3 The warranty in clause 13.2 does not cover: changes made by you or a third party; failures caused by third-party services, plugins or hosting we do not control; content or data errors; browsers, devices or operating systems released after delivery; or issues arising from your failure to apply updates we have recommended.
13.4 After the warranty period, corrective work is chargeable at our then-current day rate or under a support agreement.
13.5 We do not warrant that the Deliverables will be free from all defects, will achieve any particular commercial result, search ranking or level of traffic, or will be compatible with software or systems not identified in the Proposal.
13.6 All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.7 Unless a Proposal expressly states otherwise, the Deliverables are not warranted to conform to any accessibility standard, including the Web Content Accessibility Guidelines. Where a Proposal does specify an accessibility standard, conformance is warranted only as at the date of delivery and only in respect of content and functionality created by us. You are responsible for the accessibility of content you add or amend after delivery, and for determining what standard your organisation is required to meet.
14. Confidentiality
14.1 Each party will keep confidential all information disclosed by the other that is marked confidential or would reasonably be understood to be confidential, and will use it only for the purposes of the contract.
14.2 This does not apply to information that is or becomes public through no breach of this clause, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a regulator.
14.3 Each party may disclose confidential information to its employees, contractors and professional advisers who need it, provided they are bound by equivalent obligations.
14.4 This clause continues for 3 years after the contract ends.
15. Data protection
15.1 Both parties will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
15.2 Where we process personal data on your behalf in providing the Services, you are the controller and we are the processor. We will process that personal data only on your documented instructions, keep it confidential, apply appropriate technical and organisational security measures, and assist you with data subject requests and security incidents so far as is reasonable.
15.3 You authorise us to appoint sub-processors, including hosting and infrastructure providers. We will tell you of any intended change and remain responsible for their performance.
15.4 Where required, the parties will enter into a separate data processing agreement, which will take precedence over this clause in the event of conflict.
15.5 You warrant that you have a lawful basis for any personal data you provide to us or ask us to process.
16. Liability
Key term — limits on our liability. This clause limits what we are liable for and caps the amount we can be required to pay. It does not limit liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
16.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
16.2 Subject to clause 16.1, we are not liable for: loss of profit; loss of revenue, business or contracts; loss of anticipated savings; loss of goodwill or reputation; loss or corruption of data beyond restoration from the most recent backup we hold; business interruption; or any indirect or consequential loss, in each case however arising.
16.3 Subject to clause 16.1, our total aggregate liability arising out of or in connection with a contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of £25,000 and the total fees paid by you to us under that contract in the 12 months immediately before the event giving rise to the claim. This is an aggregate limit across all claims and is not a limit per claim.
16.4 We are not liable for any loss arising from your failure to keep your own backups, to maintain third-party licences, to renew a domain name, or to act on a recommendation we have given in writing.
16.5 You must bring any claim within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
16.6 You acknowledge that the fees have been set on the basis of the allocation of risk in this clause, and that our insurance is arranged accordingly.
16.7 We maintain professional indemnity insurance with a limit of indemnity of not less than £5,000,000 in the aggregate, and public and products liability insurance with a limit of indemnity of not less than £2,000,000, with a retroactive date of 1 October 2022. Evidence of cover is available on request. Holding that cover does not create any liability beyond the limits set out in clause 16.3.
17. Suspension and termination
17.1 Either party may terminate a contract immediately by written notice if the other commits a material breach that is not remedied within 14 days of written notice requiring it to be remedied, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.
17.2 We may suspend the Services in accordance with clause 6.8 for non-payment. Suspension does not relieve you of the obligation to pay.
17.3 On termination for any reason: all sums owed to us become immediately payable; the licences in clause 11.2 terminate if payment has not been made in full; and clauses 6, 11, 12, 14, 15, 16, 20 and 21 survive.
17.4 Termination of project work does not of itself terminate Hosting Services, which end only in accordance with clause 7.
17.5 If you terminate a project before completion other than for our material breach, you must pay for all work carried out up to the date of termination, together with any third-party costs we have committed to on your behalf.
18. Events outside our control
18.1 We are not liable for any delay or failure to perform caused by an event beyond our reasonable control, including failures of internet or telecommunications infrastructure, failures of third-party providers, cyber attack, power failure, fire, flood, epidemic, industrial action, war or act of government.
18.2 If such an event continues for more than 60 days, either party may terminate the affected Services by written notice.
19. Our people
19.1 You agree not to solicit or employ any of our employees or contractors who have been involved in providing the Services, during the engagement and for 12 months afterwards, without our prior written consent.
19.2 This does not prevent you responding to a general recruitment advertisement not specifically targeted at our people.
20. General
20.1 Entire agreement. The accepted Proposal and these terms constitute the entire agreement between us and supersede all previous discussions, correspondence and representations. Neither party has relied on any statement not set out in them. This does not exclude liability for fraudulent misrepresentation.
20.2 Variation. No variation has effect unless agreed in writing between the parties.
20.3 Waiver. A failure or delay in exercising a right is not a waiver of it.
20.4 Severance. If any provision is found unenforceable, it is modified to the minimum extent necessary or, if that is not possible, deleted. The remaining provisions continue in force.
20.5 Assignment and subcontracting. You may not assign or transfer a contract without our written consent. We may subcontract any part of the Services but remain responsible for their performance.
20.6 Third parties. A person who is not a party to a contract has no rights under the Contracts (Rights of Third Parties) Act 1999.
20.7 Notices. Notices must be in writing and sent by email to the addresses used by the parties for the engagement, or by post to the registered office. Email notices are deemed received on the next Working Day.
20.8 No partnership. Nothing in a contract creates a partnership, joint venture or employment relationship between us.
20.9 Business customers. The Services are supplied to businesses. You confirm you are acting in the course of a business and not as a consumer.
21. Governing law and jurisdiction
21.1 These terms and any contract formed under them, together with any dispute arising out of or in connection with them, are governed by the law of England and Wales.
21.2 The courts of England and Wales have exclusive jurisdiction.
21.3 If a dispute arises, the parties will first attempt to resolve it by discussion between senior representatives of each party within 14 days of written notice of the dispute.
21.4 If the dispute is not resolved under clause 21.3, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure before commencing court proceedings. Nothing in this clause prevents either party from applying for interim or injunctive relief, or from pursuing a claim for an undisputed debt.
22. Contact us
22.1 If you have a question about these terms, email hello@hatcha.com or write to Hatcha Limited, Unit D2A, Fairoaks Airport, Chobham, Surrey, GU24 8HU.