TERMS AND CONDITIONS FOR SUPPLY OF SERVICES

Last updated: 01.01.2026

These Terms and Conditions apply to the supply of services by GetCrisp Ltd, a company incorporated in England and Wales with registered office at Lyell House, Daveys Lane, Lewes, East Sussex BN7 2BF and company number 11982626 (GetCrisp, we, us, our) to the customer identified in the applicable proposal, quotation, statement of work, order form or retainer schedule (Client, you, your).

1. Definitions

In these Terms:

Agreement means the contract between GetCrisp and the Client consisting of these Terms together with any Proposal, Statement of Work, Order Form, Service Schedule, Data Processing Schedule and any documents expressly incorporated into them.

Business Day means a day other than a Saturday, Sunday or public holiday in England.

Client Materials means all materials, data, content, branding, logos, copy, images, video, information, credentials, software and other items supplied by or on behalf of the Client.

Confidential Information means any information of a confidential nature disclosed by one party to the other, whether orally or in writing, including business, technical, commercial and financial information, customer data, software, pricing and trade secrets.

Deliverables means any work product expressly described as deliverables in a Proposal or Statement of Work.

Fees means the charges payable by the Client under the Agreement.

Intellectual Property Rights means copyright, trade marks, domain names, database rights, design rights, patents, know-how and all other intellectual property rights, whether registered or unregistered.

Proposal means any quotation, proposal, statement of work, order form, retainer schedule or service schedule issued by GetCrisp and accepted by the Client.

Services means the services to be provided by GetCrisp under the Agreement, including where applicable digital marketing, social media management, content writing, SEO, PPC support, PR, videography, event management, website design, website development, website hosting, maintenance and support.

Start Date means the date on which the Agreement comes into effect under clause 2.

Term means the duration of the Agreement in accordance with clause 3.

Third Party Services means products or services supplied by a third party, including hosting infrastructure providers, domain registrars, CMS platforms, plugins, themes, APIs, ad platforms, analytics tools, email service providers, social media platforms, AI tools, payment gateways and stock media libraries.

2. Basis of Contract

2.1 A Proposal issued by GetCrisp is an invitation to treat and not an offer capable of acceptance.

2.2 The Agreement comes into force when the earliest of the following occurs:
(a) the Client signs a Proposal or Order Form;
(b) the Client confirms acceptance in writing, including by email;
(c) the Client asks GetCrisp to commence the Services; or
(d) the Client pays any deposit, advance fee or first invoice.

2.3 These Terms apply to the Agreement to the exclusion of any other terms the Client seeks to impose or incorporate, unless expressly agreed in writing by GetCrisp.

2.4 In the event of conflict, the following order of precedence applies:
(a) Order Form or signed Proposal;
(b) Statement of Work / Service Schedule;
(c) Data Processing Schedule;
(d) these Terms.

3. Term and Renewal

3.1 The Agreement begins on the Start Date and continues for the initial term set out in the relevant Proposal.

3.2 Where Services are provided on a rolling retainer, hosting plan, support plan or subscription basis, the Agreement shall automatically renew for successive periods equal to the initial term or, if none is stated, for successive one-month periods, unless either party gives written notice in accordance with the Proposal or clause 18.

3.3 Minimum terms, notice periods and any early termination charges set out in the Proposal shall apply.

4. Scope of Services

4.1 GetCrisp shall provide the Services using reasonable skill and care.

4.2 The Services are limited to those expressly set out in the Proposal. Any additional services, revisions, meetings, travel, event attendance, out-of-hours work, emergency work, or work outside agreed scope shall be charged at GetCrisp’s then-current rates.

4.3 Unless expressly stated otherwise:
(a) GetCrisp does not guarantee rankings, reach, engagement, leads, conversions, sales, media coverage, campaign performance or any specific commercial outcome;
(b) estimates, timelines and launch dates are indicative only;
(c) Services may depend on timely Client approvals, content, access, and third party systems.

4.4 GetCrisp may use employees, contractors and sub-contractors to perform the Services.

4.5 GetCrisp may modify the manner in which the Services are delivered where reasonably necessary to comply with law, improve security, reflect supplier or platform changes, or maintain service continuity, provided this does not materially reduce the overall nature of the Services.

5. Client Responsibilities

5.1 The Client shall:
(a) co-operate with GetCrisp in all matters relating to the Services;
(b) provide timely, accurate and complete instructions, approvals, materials and feedback;
(c) obtain and maintain all necessary rights, licences, consents and permissions for Client Materials and for GetCrisp to use them;
(d) ensure all claims in advertising, marketing or promotional materials supplied or approved by the Client are lawful, accurate and substantiated;
(e) keep all usernames, passwords and access credentials secure;
(f) maintain appropriate backups of all Client Materials, website content, databases, media files, email data and other data;
(g) comply with all applicable laws and platform terms;
(h) appoint a suitably authorised contact for approvals and instructions.

5.2 The Client acknowledges that delays in providing information, approvals or access may delay performance and may entitle GetCrisp to revise timescales and charges.

5.3 The Client warrants that Client Materials and instructions will not infringe any third party rights, be defamatory, unlawful, misleading, obscene, or in breach of any code, law or regulation.

6. Change Control

6.1 Either party may request a change to scope, deliverables, timetable or assumptions.

6.2 No requested change is binding unless agreed in writing, including any impact on Fees, delivery dates, dependencies or responsibilities.

6.3 GetCrisp may suspend work affected by a proposed change until the change is agreed.

7. Fees and Payment

7.1 The Client shall pay the Fees set out in the Proposal.

7.2 Unless otherwise stated:
(a) all Fees are stated exclusive of VAT and expenses;
(b) invoices are payable within 14 days of invoice date;
(c) recurring Services shall be invoiced monthly in advance;
(d) project work may be invoiced by instalments, milestone payments, or in advance;
(e) third party costs, ad spend, media spend, software subscriptions, stock assets, domain renewals, hosting infrastructure and travel expenses are chargeable in addition.

7.3 GetCrisp may require a deposit before commencing work.

7.4 If the Client disputes an invoice, it must notify GetCrisp before the due date, giving full reasons. The undisputed portion remains payable on time.

7.5 If payment is late, GetCrisp may, without prejudice to its other rights:
(a) charge interest under the Late Payment of Commercial Debts legislation;
(b) suspend the Services, hosting, support, access, deployments, domain management or releases;
(c) withhold transfer of Deliverables, code, accounts, credentials or files until payment is made in full.

7.6 Fees are non-refundable unless expressly stated otherwise.

8. Third Party Services

8.1 The Services may include or depend on Third Party Services.

8.2 Unless expressly agreed otherwise in writing, Third Party Services are supplied subject to the relevant third party’s own terms, policies, availability and limitations.

8.3 GetCrisp is not responsible for:
(a) acts, omissions, outages, pricing changes, suspensions or failures of Third Party Services;
(b) loss of functionality caused by third party updates, API changes, plugin incompatibility, deprecation or withdrawal;
(c) refusal by a platform to publish, approve, host, distribute or continue content, advertising or accounts.

8.4 The Client is responsible for all third party licence, subscription, media and usage charges unless the Proposal states otherwise.

9. Website Design and Development

9.1 Unless otherwise agreed, website projects include only the number of design concepts, revisions, pages, templates, functionalities and integrations expressly listed in the Proposal.

9.2 The Client shall review and approve designs, copy, functionality and staging outputs promptly. Approval may be deemed given where the Client uses, launches, or instructs deployment of the Deliverables.

9.3 The Client is responsible for final review of all content, spelling, legal notices, regulatory wording, cookie settings, accessibility, product information and compliance requirements before launch.

9.4 Unless expressly included, GetCrisp does not warrant that a website will be uninterrupted, error-free, fully secure, compatible with all browsers, devices, systems or future software versions.

9.5 Unless otherwise stated, post-launch support, content entry, training, SEO migration, accessibility remediation, penetration testing and remedial work are outside scope.

10. Hosting, Maintenance and Support

10.1 Where GetCrisp provides hosting, maintenance or support, the relevant services are limited to the package described in the Proposal.

10.2 Unless expressly stated otherwise, GetCrisp does not provide:
(a) guaranteed uninterrupted or error-free hosting;
(b) a guaranteed recovery point objective (RPO) or recovery time objective (RTO);
(c) managed email services;
(d) archiving or long-term retention;
(e) cyber-security monitoring beyond the agreed package;
(f) support for third party code, plugins, themes, integrations or infrastructure not managed by GetCrisp.

10.3 Scheduled maintenance, emergency maintenance, security updates, supplier outages and events outside GetCrisp’s reasonable control may cause downtime or degraded performance.

10.4 The Client remains responsible for:
(a) checking that the hosting package is suitable for its requirements;
(b) maintaining current backups unless a managed backup service is expressly included;
(c) testing critical functionality after updates, deployments or content changes;
(d) maintaining local copies of all critical business data, assets and communications.

10.5 Where GetCrisp provides backups, the Client acknowledges:
(a) backups reduce risk but are not guaranteed to be complete, current or error-free;
(b) backup restoration may not recover all data, content, configuration, email, logs or historical versions;
(c) GetCrisp does not warrant that any backup will be available, recoverable or sufficient for the Client’s business continuity needs.

10.6 GetCrisp may suspend hosting or support immediately if necessary to address a security risk, legal issue, abuse complaint, platform requirement, non-payment, or threat to systems or third parties.

11. Data Protection

11.1 Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

11.2 The parties acknowledge that, depending on the Services:
(a) the Client will usually act as controller and GetCrisp as processor in respect of personal data processed by GetCrisp on the Client’s behalf; and
(b) each party may separately act as controller for personal data it processes for its own independent purposes.

11.3 Where GetCrisp acts as processor for the Client, GetCrisp shall:
(a) process personal data only on the Client’s documented instructions unless required otherwise by law;
(b) ensure persons authorised to process personal data are subject to confidentiality obligations;
(c) implement appropriate technical and organisational measures appropriate to the risk;
(d) assist the Client, taking into account the nature of processing, with responding to data subject requests and complying with security, breach, impact assessment and consultation obligations, at the Client’s cost unless caused by GetCrisp’s breach;
(e) notify the Client without undue delay after becoming aware of a personal data breach affecting Client personal data processed by GetCrisp;
(f) at the Client’s written election on termination, delete or return personal data, except to the extent GetCrisp is required by law to retain it;
(g) permit provision of information reasonably necessary to demonstrate compliance with this clause, subject to confidentiality, proportionality and reasonable advance notice;
(h) not appoint a sub-processor without authority under this Agreement. The Client authorises GetCrisp to use sub-processors including hosting providers, cloud infrastructure providers, support providers, analytics providers and other suppliers reasonably required for the Services, provided GetCrisp imposes appropriate contractual protections.

11.4 The Client warrants that it has all necessary lawful bases, notices, permissions and authority for personal data processed under the Agreement.

11.5 The Client specifically acknowledges and agrees that:
(a) it is responsible for determining the purposes and lawful basis of processing in connection with its campaigns, websites, forms, cookies, CRM, mailing activities and customer communications;
(b) it is responsible for configuring consent tools, privacy notices and retention periods unless GetCrisp has expressly agreed in writing to advise on these matters;
(c) GetCrisp does not provide legal advice on privacy compliance unless expressly agreed in writing.

11.6 If the Services involve international transfers of personal data, the parties shall co-operate in implementing appropriate transfer mechanisms where required.

12. Confidentiality

12.1 Each party shall keep the other party’s Confidential Information confidential and shall not use it except as necessary to perform or receive the Services.

12.2 Clause 12.1 does not apply to information that:
(a) is or becomes public other than through breach of the Agreement;
(b) was lawfully known to the receiving party before disclosure;
(c) is lawfully obtained from a third party without restriction; or
(d) must be disclosed by law, court order or regulatory authority.

12.3 GetCrisp may refer to the Client’s name and logo in customer lists and marketing materials unless the Client objects in writing.

13. Intellectual Property Rights

13.1 GetCrisp and its licensors retain ownership of:
(a) all pre-existing materials, know-how, methods, tools, templates, scripts, code libraries, processes and software used in performing the Services;
(b) all general skills, techniques and experience developed or used in the course of the Services.

13.2 Subject to payment in full of all Fees, GetCrisp grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client’s internal business purposes and, where relevant, for operation of the Client’s website or marketing assets.

13.3 Ownership of bespoke Deliverables shall transfer only if, and to the extent, expressly stated in the Proposal and only after full payment of all sums due.

13.4 Unless expressly stated otherwise:
(a) third party software, plugins, themes, fonts, stock assets and platform components are licensed, not assigned;
(b) GetCrisp may reuse generic ideas, code, structures, know-how and non-confidential techniques;
(c) open source components may be incorporated and remain subject to their respective licences.

13.5 The Client grants GetCrisp a non-exclusive licence to use the Client Materials solely to provide the Services.

14. Warranties

14.1 GetCrisp warrants that it will provide the Services with reasonable skill and care.

14.2 Except as expressly set out in the Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14.3 GetCrisp does not warrant that:
(a) the Services will be uninterrupted, error-free or free from vulnerabilities;
(b) websites, hosting environments or campaigns will be immune from hacking, malware, denial of service, data corruption, data loss or unauthorised access;
(c) defects caused by third party platforms, Client Materials, unsupported code or user error can or will be fixed;
(d) backups or disaster recovery measures will prevent all loss.

15. Client Indemnity

15.1 The Client shall indemnify and keep indemnified GetCrisp from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
(a) any allegation that Client Materials or Client instructions infringe third party rights;
(b) any claim that content, ads, promotions, data collection, emails, SMS, PR statements or campaign instructions supplied, approved or requested by the Client are unlawful, misleading, defamatory or non-compliant;
(c) the Client’s breach of clause 5 or clause 11;
(d) the Client’s use of the Services, Deliverables or hosting environment in breach of law or third party terms.

16. Limitation of Liability

16.1 Nothing in the Agreement limits or excludes either party’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, GetCrisp shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise for:
(a) loss of profit;
(b) loss of revenue;
(c) loss of sales or business;
(d) loss of anticipated savings;
(e) loss of opportunity;
(f) loss of goodwill or reputation;
(g) loss or corruption of data;
(h) loss of use;
(i) business interruption;
(j) indirect or consequential loss.

16.3 Subject to clause 16.1, and without prejudice to clause 16.2, GetCrisp shall have no liability for any loss, corruption, deletion, destruction, alteration, interception, unauthorised access to, or failure to recover any data, content, records, emails, databases, media files, analytics data, website files, backups or other information, except to the extent directly caused by GetCrisp’s wilful default or fraud.

16.4 The Client acknowledges that:
(a) no hosting, backup, security or disaster recovery solution can eliminate the risk of data loss or corruption entirely;
(b) the Client is responsible for maintaining its own independent backups and business continuity arrangements unless otherwise expressly agreed in writing;
(c) GetCrisp’s Fees have been calculated on the basis of the liability exclusions and limitations in this clause.

16.5 Subject to clauses 16.1 to 16.4, GetCrisp’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed:
(a) for recurring Services, an amount equal to 100% of the Fees paid or payable by the Client to GetCrisp in the 12 months immediately preceding the event giving rise to the claim; or
(b) for one-off project work, an amount equal to 100% of the Fees paid or payable for that project.

16.6 Separate, lower caps may apply in the Proposal for specific Services such as free work, trial services, emergency support, or third party pass-through services.

16.7 The Client shall bring any claim within 12 months of the date it became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

17. Suspension

17.1 GetCrisp may suspend performance of any or all Services immediately on written notice if:
(a) any invoice is overdue;
(b) the Client breaches the Agreement;
(c) the Client’s use of the Services poses a security, legal or reputational risk;
(d) suspension is required by a third party provider, law enforcement body, regulator or applicable law;
(e) emergency maintenance or incident response is required.

17.2 Suspension shall not relieve the Client of its payment obligations.

18. Termination

18.1 Either party may terminate the Agreement immediately by written notice if the other:
(a) commits a material breach incapable of remedy;
(b) commits a material breach capable of remedy and fails to remedy it within 14 days of notice;
(c) becomes insolvent, enters administration or liquidation, ceases trading, or suffers an analogous event.

18.2 Either party may terminate a rolling retainer, hosting, maintenance or subscription service by giving the notice stated in the Proposal, or if none is stated, not less than 30 days’ written notice to expire at the end of the current billing period.

18.3 On termination:
(a) all unpaid invoices and accrued charges become immediately due;
(b) GetCrisp may cease access to hosted systems, accounts, services and support;
(c) any licence granted to the Client under clause 13 continues only to the extent expressly stated and subject to full payment;
(d) the Client shall promptly pay for all work done, committed costs, non-cancellable third party charges and agreed wind-down assistance.

18.4 Any assistance with transition, migration, handover, export, transfer of domains, release of code, transfer of hosting or retrieval of archived materials shall be chargeable at GetCrisp’s then-current rates.

18.5 GetCrisp may delete or irreversibly overwrite data, code, content, backups and materials held in its systems after 30 days from termination, unless legal obligations require retention. The Client is responsible for retrieving its data before that deadline.

19. Force Majeure

19.1 GetCrisp shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including failure of utilities, telecommunications, internet service providers, hosting suppliers, cyber attacks, denial of service incidents, industrial disputes, pandemics, fire, flood, severe weather, governmental action or failure of subcontractors.

20. Non-Solicitation

20.1 The Client shall not, during the Term and for 12 months thereafter, directly solicit for employment any employee of GetCrisp materially involved in providing the Services, except through a general recruitment campaign not targeted at that person.

20.2 If the Client breaches this clause, it shall pay GetCrisp a recruitment fee equal to 25% of the individual’s gross annual remuneration.

21. General

21.1 Notices: Notices must be in writing and sent by email to the parties’ usual business contacts or to any address notified for legal notices.

21.2 Assignment: The Client may not assign, transfer or sub-contract its rights or obligations without GetCrisp’s written consent. GetCrisp may assign the Agreement to a group company or in connection with a business sale or reorganisation.

21.3 Entire agreement: The Agreement constitutes the entire agreement between the parties and supersedes prior discussions, correspondence and understandings.

21.4 No partnership: Nothing in the Agreement creates a partnership, joint venture or agency relationship.

21.5 Waiver: Delay in exercising a right does not waive that right.

21.6 Severance: If any provision is held invalid or unenforceable, the remainder of the Agreement remains in force.

21.7 Third party rights: A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

21.8 Variation: No variation is effective unless agreed in writing by authorised representatives of both parties.

21.9 Governing law and jurisdiction: The Agreement and any dispute or claim arising out of or in connection with it shall be governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.