Terms and Conditions

​Version date: v1.3 6th March 2026 

 

1. About these Terms 

1.1 These terms and conditions apply to website design, website development, digital design, software configuration, website migration, integration, hosting setup and associated services supplied by Strategem (Scotland) Ltd, a company incorporated in Scotland under company number SC195494, whose registered office is at 4 Woodside Place, Glasgow, G3 7QF (“Strategem”, “we”, “us” or “our”). 

1.2 These Terms apply only where the customer is acting wholly or mainly for purposes relating to its trade, business, craft, profession, public function or organisational activities (“Client”, “you” or “your”). They do not apply to consumers. 

1.3 By signing or accepting a Proposal, paying any deposit or invoice, instructing us to begin work, providing us with access, materials or credentials, or otherwise permitting the Services to commence, the Client agrees to be bound by the Contract. 

1.4 The individual accepting the Contract for the Client warrants that they have authority to bind the Client. 

 

2. Definitions 

In the Contract: 

Background Materials means all Intellectual Property Rights, materials, systems, software, code, libraries, modules, templates, frameworks, processes, methods, know-how, concepts, design systems, tools and other materials: 

a. owned, developed or licensed by Strategem before the Contract; 

b. developed independently of the Contract; 

c. capable of being used across more than one client or project; or 

d. not expressly identified in the Proposal as a bespoke Final Deliverable. 

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

Change Order means a written document issued or approved by Strategem describing an agreed change to the Proposal, including any resulting change to the Services, Deliverables, Fees, assumptions or timetable. 

Client Materials means all information, copy, photographs, video, branding, designs, data, software, systems, access credentials and other materials supplied by or on behalf of the Client. 

Contract means the Proposal, these Terms, any applicable Data Processing Schedule and any Change Order. 

Deliverables means only those completed deliverables expressly identified in the Proposal. 

Fees means all fees, charges, expenses and other sums payable under the Contract. 

Final Deliverables means the final version of the Deliverables expressly approved or deemed approved under clause 8. 

Intellectual Property Rights means copyright, database rights, design rights, patents, rights in inventions, trade marks, service marks, domain names, rights in passing off, confidential information, trade secrets, know-how and all similar or equivalent rights, whether registered or unregistered, anywhere in the world. 

Proposal means Strategem’s written proposal, quotation, statement of work, specification or engagement document describing the Services, Deliverables, Fees, assumptions and commercial arrangements. 

Services means only those services expressly described in the Proposal. 

Third-Party Materials means software, plugins, fonts, themes, stock images, APIs, platforms, hosting services, code, content or other materials owned, controlled or supplied by a third party. 

Total Project Fee means the total fixed, minimum or estimated project fee stated in the Proposal, excluding VAT, expenses, third-party charges and additional work unless the Proposal expressly states otherwise. 

 

3. The Proposal takes precedence 

3.1 The Proposal is the principal and authoritative description of the engagement. 

3.2 The Proposal conclusively determines: 

a. the scope of the Services; 

b. the Deliverables; 

c. what is included and excluded; 

d. the Fees and payment schedule; 

e. assumptions and Client dependencies; 

f. the intended timetable and milestones; and 

g. any project-specific commercial or legal conditions. 

3.3 If there is any conflict or inconsistency between documents forming the Contract, the following order of precedence applies: 

a. the Proposal, as expressly amended by any subsequent Change Order; 

b. any applicable Data Processing Schedule; and 

c. these Terms. 

3.4 A Change Order modifies the Proposal only to the extent expressly stated in that Change Order. 

3.5 Client briefs, tender documents, purchase orders, emails, meeting notes, messages, presentations, examples, mood boards and other Client communications do not expand or vary the scope of the Contract unless expressly incorporated into the Proposal or an agreed Change Order. 

3.6 Any terms contained in or referred to by a Client purchase order, procurement portal, onboarding form or other Client document are excluded. A purchase order is treated as an administrative payment document only. 

3.7 No statement, estimate, representation or assurance made before the Contract forms part of the Contract unless expressly included in the Proposal. 

 

4. Scope of the Services 

4.1 Strategem will provide the Services with reasonable care and skill. 

4.2 Strategem is responsible only for the Services and Deliverables expressly included in the Proposal. 

4.3 Unless expressly included in the Proposal, the Services do not include: 

a. copywriting, proofreading or translation; 

b. brand development or creation of brand assets; 

c. photography, videography or illustration; 

d. search engine optimisation or paid advertising; 

e. ongoing hosting, maintenance, monitoring or support; 

f. domain-name registration or renewal; 

g. data entry or population of website content; 

h. migration of historic data, emails or content; 

i. legal, regulatory, tax or compliance advice; 

j. preparation of privacy notices, cookie notices, terms of use, accessibility statements or other legal documents; 

k. formal accessibility testing or certification; 

l. penetration testing or formal cyber-security certification; 

m. licences, subscriptions or charges imposed by third parties; 

n. integration with systems not specifically identified in the Proposal; 

o. compatibility with obsolete, unsupported or legacy browsers, devices or software; or 

p. services arising from a change to a third-party platform, API, plugin, operating system or regulatory requirement. 

4.4 Any estimate of the number of pages, screens, templates, data records, products, integrations or content items is a scope limit unless the Proposal expressly states otherwise. 

4.5 Strategem may use employees, associates, contractors and specialist subcontractors to deliver the Services. 

4.6 Strategem may determine the personnel, tools, methodology, technical architecture and order of work used to perform the Services, subject to the express requirements of the Proposal. 

 

5. Client responsibilities 

5.1 The Client must: 

a. provide complete, accurate and timely instructions; 

b. appoint an authorised project lead capable of making decisions and granting approvals; 

c. provide all Client Materials, access, credentials and information reasonably required; 

d. obtain all internal approvals and stakeholder decisions; 

e. review work and provide consolidated feedback within the timescales requested; 

f. ensure that Client systems, hosting accounts, domains and third-party services are available and suitable; 

g. maintain appropriate backups of all existing websites, data and systems before Strategem begins work; 

h. cooperate with Strategem and not obstruct or delay performance; 

i. promptly notify Strategem of any matter that may affect scope, timing, cost or delivery; and 

j. comply with all Client responsibilities and dependencies stated in the Proposal. 

5.2 Strategem may rely on instructions and approvals given by the Client’s project lead or any person who reasonably appears authorised to act for the Client. 

5.3 Strategem is not responsible for checking whether Client instructions have received the Client’s internal approval. 

5.4 The Client is responsible for the accuracy, completeness and suitability of Client Materials and instructions. 

5.5 The Client must not provide live personal data, special-category data, confidential third-party data, payment-card information or production databases for development or testing unless this has been expressly agreed and appropriate security and data-processing arrangements are in place. 

5.6 Where suitable anonymised, pseudonymised or test data can reasonably be used, the Client must provide that data instead of live personal data. 

 

6. Timetable and dependencies 

6.1 Any timetable or completion date is an estimate unless the Proposal expressly states that a particular date is fixed and legally binding. 

6.2 Time is not of the essence of the Contract. 

6.3 Strategem’s timetable depends on: 

a. timely receipt of Client Materials; 

b. timely decisions, feedback and approvals; 

c. the availability and performance of third-party systems; 

d. the accuracy of information supplied by the Client; and 

e. the Client complying with its responsibilities. 

6.4 A delay by the Client or a third party automatically extends Strategem’s timetable by at least the period of delay and by any additional reasonable period needed to reschedule resources. 

6.5 Strategem is not required to retain the original project team, production slot or completion date where the Client causes or contributes to delay. 

6.6 If the Client fails to provide a required response, approval, item or access for more than 10 Business Days, Strategem may: 

a. pause the project; 

b. reallocate reserved resources; 

c. revise the timetable; 

d. invoice any milestone that would otherwise have become payable; 

e. charge reasonable storage, holding or remobilisation costs; and 

f. require outstanding invoices and a remobilisation payment to be paid before work resumes. 

6.7 If a Client-caused delay continues for 30 calendar days, Strategem may give written notice requiring the Client to remedy the delay within five Business Days. 

6.8 If the delay is not remedied within that period, Strategem may: 

a. reschedule the project according to its then-current availability and pricing; or 

b. treat the Client as having exercised its right to terminate for convenience under clause 10. 

 

7. Changes to scope 

7.1 Strategem is not obliged to perform work outside the Proposal. 

7.2 A request or instruction will be treated as a change to scope where it affects the Services, Deliverables, assumptions, volume of work, technical requirements, timetable or resources. 

7.3 Strategem may issue a Change Order setting out: 

a. the requested change; 

b. additional or revised Fees; 

c. revised milestones; 

d. revised assumptions; and 

e. the impact on the timetable. 

7.4 Strategem is not required to begin changed or additional work until the Change Order has been approved. 

7.5 Approval may be given by signature, email, payment, instruction to proceed or conduct clearly indicating acceptance. 

7.6 Where the Client requires urgent work before a Change Order can reasonably be agreed, Strategem may charge that work at its then-current standard rates in addition to the Total Project Fee. 

7.7 A change requested after approval of a design, structure, integration or milestone is additional work, even where a similar request could have been included earlier. 

7.8 Corrections required because Strategem has failed to comply materially with the Proposal are not treated as additional work. 

 

8. Review, revisions and acceptance 

8.1 The Proposal will specify any included review stages or revision allowances. 

8.2 Unless otherwise stated in the Proposal, a revision means a reasonable adjustment to work already produced. It does not include: 

a. a new creative direction; 

b. a material change to the brief; 

c. replacement of previously approved content; 

d. a new feature, page, template or integration; 

e. reversal of an earlier approval; or 

f. work arising from incomplete or inconsistent Client instructions. 

8.3 The Client must review each Deliverable promptly and provide one consolidated set of feedback through its authorised project lead. 

8.4 A Deliverable is deemed approved and accepted on the earliest of: 

a. written approval by the Client; 

b. the Client requesting work on a subsequent milestone that depends on that Deliverable; 

c. the Client publishing, launching, distributing, using or benefiting from it; 

d. five Business Days after delivery for review, unless the Client has given Strategem a written notice identifying a material failure to comply with the Proposal; or 

e. payment of an invoice expressly linked to approval of that Deliverable. 

8.5 A rejection notice must contain sufficient detail to allow Strategem to understand and reproduce the alleged non-conformity. 

8.6 Personal preference, a change of mind or an issue outside the Proposal is not a material non-conformity. 

8.7 Minor defects that do not materially prevent ordinary use do not entitle the Client to reject a Deliverable, delay acceptance or withhold payment. 

8.8 Strategem will have a reasonable opportunity to correct any properly notified material non-conformity. 

8.9 The Client is responsible for final proofreading, content checking, functional testing and approval before launch. 

8.10 Following approval or deemed approval, further amendments are chargeable additional work. 

 

9. Fees and payment 

9.1 All Fees are exclusive of VAT, which will be charged where applicable. 

9.2 On formation of the Contract, the Client makes a firm and non-cancellable commitment to pay the Total Project Fee. 

9.3 The Total Project Fee reflects, among other things: 

a. Strategem reserving production capacity; 

b. Strategem planning and mobilising the project; 

c. Strategem accepting an obligation to deliver the Services; 

d. the allocation and potential reallocation of specialist resources; 

e. the commercial opportunity cost of accepting the engagement; and 

f. access to Strategem’s experience, systems, methods and Intellectual Property Rights. 

9.4 Any deposit, advance payment or booking payment is non-refundable. 

9.5 Instalments and milestone payments regulate when the Total Project Fee is payable. They do not: 

a. divide the Contract into separate contracts; 

b. make the Fees conditional on the amount of work completed at a particular date; 

c. give the Client a right to cancel later stages; or 

d. reduce the Client’s commitment to pay the Total Project Fee. 

9.6 Unless the Proposal states otherwise, invoices are payable within 14 calendar days of the invoice date. 

9.7 Third-party costs, licences, expenses and additional work may be invoiced in advance. 

9.8 The Client must pay invoices in full, without deduction, withholding, counterclaim or set-off. 

9.9 Any invoice query must be raised in writing within five Business Days of the invoice date, with sufficient detail to explain the basis of the query. The undisputed portion remains payable by its due date. 

9.10 Strategem may suspend work, withhold Deliverables, disable development access, postpone launch or withhold handover while any invoice is overdue. 

9.11 Strategem is not liable for delay, loss or disruption resulting from a suspension properly imposed under the Contract. 

9.12 Overdue sums will carry interest at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998. 

9.13 Strategem may also recover statutory fixed compensation, reasonable debt-recovery costs and legal expenses available to it. 

9.14 Strategem may require cleared payment of all outstanding Fees before: 

a. launch; 

b. migration to a live environment; 

c. transfer of a domain or hosting account; 

d. delivery of credentials; 

e. release of source files or repositories; or 

f. any licence or transfer of Intellectual Property Rights taking effect. 

 

10. Client cancellation and termination for convenience 

10.1 Except where Strategem has committed a material breach which remains unremedied under clause 12.4, the Client has no right to cancel the Contract without payment of the full agreed Fees. 

10.2 The Client may request early termination for convenience by giving Strategem written notice. 

10.3 The Client’s contractual option to terminate for convenience is conditional upon payment of a cancellation price equal to: 

a. all unpaid elements of the Total Project Fee; 

b. all approved additional work; 

c. all expenses incurred or committed; 

d. all non-cancellable third-party costs, licences and subscriptions; and 

e. VAT where applicable, 

together the “Cancellation Price”. 

10.4 The Cancellation Price becomes immediately due when the Client gives notice of termination. 

10.5 Termination does not take effect until the Cancellation Price has been paid in cleared funds. Strategem may nevertheless elect to stop work on receipt of the Client’s notice without waiving its entitlement to payment. 

10.6 The parties agree that the Cancellation Price is: 

a. the agreed price payable for the Client’s contractual option to bring Strategem’s future performance obligations to an end; 

b. a primary payment obligation and not a remedy for breach; 

c. commercially justified by Strategem’s reservation of capacity, allocation of resources, mobilisation, loss of opportunity and commitment to perform; and 

d. payable without Strategem being required to prove its actual loss. 

10.7 Amounts already paid are not refundable or creditable. 

10.8 Client cancellation includes: 

a. instructing Strategem to stop work indefinitely; 

b. abandoning the project; 

c. replacing Strategem with another supplier; 

d. preventing Strategem from completing the Services; 

e. withdrawing required access or authority; 

f. failing to cooperate after notice under clause 6.7; 

g. materially reducing the intended project without an agreed Change Order; or 

h. stating that the Client no longer intends to proceed. 

10.9 The Client may not avoid the Cancellation Price by delaying, withholding instructions, declining to approve work for reasons unrelated to the Proposal or failing to provide Client Materials. 

10.10 Following cancellation, Strategem has no obligation to complete, release or hand over unfinished work. 

10.11 Any release of unfinished work is at Strategem’s discretion, subject to: 

a. full payment of the Cancellation Price; 

b. payment of a reasonable handover charge; 

c. the Intellectual Property Rights provisions of the Contract; and 

d. any limitations arising from Third-Party Materials. 

 

11. Suspension and termination by Strategem 

11.1 Strategem may suspend the Services immediately if: 

a. an invoice is overdue; 

b. the Client fails to provide a required instruction, approval, access or Client Material; 

c. Strategem reasonably considers that continued work may be unlawful, unsafe or infringe third-party rights; 

d. the Client’s conduct is abusive, threatening or materially disruptive; 

e. a third-party service required for delivery becomes unavailable; or 

f. the Client is otherwise in material breach of the Contract. 

11.2 Strategem may terminate the Contract immediately by written notice if: 

a. an invoice remains unpaid for more than 14 calendar days after its due date; 

b. the Client commits a material breach which, if capable of remedy, is not remedied within 10 Business Days of written notice; 

c. the Client repeatedly breaches the Contract; 

d. the Client becomes insolvent, enters administration or liquidation, ceases trading or is unable to pay its debts as they fall due; 

e. continuing the Services would expose Strategem or its personnel to legal, regulatory, security or reputational risk; or 

f. the Client repudiates or abandons the Contract. 

11.3 Termination by Strategem because of Client breach does not affect: 

a. Fees already due; 

b. Strategem’s right to invoice work completed and commitments incurred; 

c. Strategem’s right to claim damages, losses and recovery costs; 

d. restrictions on use of unpaid Deliverables; or 

e. any other accrued right or remedy. 

11.4 If the Client considers Strategem to be in material breach, the Client must give written notice describing the breach in reasonable detail and allow Strategem at least 10 Business Days to remedy it. 

11.5 If Strategem fails to remedy a material breach within that period, the Client may terminate the affected Services and will be liable only for: 

a. Services properly performed up to termination; 

b. Deliverables already accepted; 

c. non-cancellable third-party commitments properly incurred; and 

d. any other sums that had become due before the breach. 

11.6 Where the Client has prepaid Fees for Services that Strategem will not perform solely because of Strategem’s unremedied material breach, Strategem will refund the identifiable prepaid amount relating to those unperformed Services. 

 

12. Launch, delivery and handover 

12.1 Strategem may require final written approval before launch. 

12.2 The Client acknowledges that launch may result in temporary interruption, propagation delays, cache issues, indexing changes or other technical effects outside Strategem’s reasonable control. 

12.3 Unless expressly included in the Proposal, Strategem is not responsible for maintaining both an old and a new website after launch. 

12.4 The Client must maintain an independent backup of its existing website and data. 

12.5 Strategem may withhold launch or handover until all Fees have been paid in cleared funds. 

12.6 Handover includes only those items expressly identified in the Proposal. 

12.7 Unless expressly included, Strategem is not required to supply: 

a. editable design files; 

b. working files; 

c. rejected or unused concepts; 

d. internal documentation; 

e. development notes; 

f. proprietary tools; 

g. reusable code libraries; 

h. third-party account credentials controlled by another party; or 

i. source-code repositories. 

12.8 Strategem may retain archival copies of project materials for legal, insurance, backup, evidential and portfolio purposes. 

 

13. Intellectual Property Rights 

Strategem ownership 

13.1 Except where the Proposal expressly states otherwise, all Intellectual Property Rights in the Services, Deliverables and Final Deliverables remain owned by Strategem or its licensors. 

13.2 Strategem retains all rights in: 

a. Background Materials; 

b. concepts, drafts and unused work; 

c. templates, themes and design systems; 

d. reusable or generic code, components, modules and libraries; 

e. development processes, methodologies and know-how; 

f. software tools, scripts and automation; 

g. technical architecture capable of reuse; 

h. working files and source files not expressly included in the Proposal; and 

i. improvements or developments to any of the above. 

13.3 No transfer of ownership is implied merely because work was commissioned, paid for or created specifically for the Client. 

Client licence 

13.4 Subject to full payment of all Fees, Strategem grants the Client a perpetual, worldwide, non-exclusive licence to use, display, operate and reasonably modify the Final Deliverables for: 

a. the Client’s own business or organisational purposes; and 

b. the website, domain, brand or project identified in the Proposal. 

13.5 Unless the Proposal expressly permits it, the Client may not: 

a. resell or commercially distribute the Deliverables; 

b. use the Deliverables as a template or product for third parties; 

c. extract and reuse Strategem components across unrelated websites, brands or businesses; 

d. sublicense the Deliverables other than to a service provider maintaining the Client’s website on its behalf; 

e. claim authorship or ownership of Strategem’s Background Materials; 

f. remove proprietary notices embedded in code or documentation; or 

g. use rejected, unused or unpaid concepts. 

13.6 The Client may transfer its licence as part of a genuine sale of the whole or substantially the whole of the business or organisation to which the website relates, provided that the transferee agrees to comply with the licence restrictions. 

Assignment where expressly agreed 

13.7 Where the Proposal expressly states that Strategem will assign ownership of specified bespoke Final Deliverables: 

a. the assignment applies only to the specific materials expressly identified; 

b. it does not include Background Materials or Third-Party Materials; 

c. it takes effect only after all Fees have been paid in cleared funds; and 

d. Strategem may require a separate written assignment document to be signed. 

13.8 Where Background Materials are incorporated into an assigned Deliverable, Strategem grants the Client the licence reasonably necessary to use those Background Materials as part of that Deliverable, but ownership remains with Strategem or its licensors. 

13.9 Unless expressly agreed otherwise, Strategem retains an irrevocable, worldwide, royalty-free right to reuse general ideas, techniques, skills, experience, non-confidential know-how, generic components and reusable code developed or applied during the project. 

Rights before payment 

13.10 Before full payment, the Client receives only a limited, temporary, revocable licence to review Deliverables for approval purposes. 

13.11 The Client must not publish, launch, reproduce, distribute, exploit or provide unpaid Deliverables to another supplier. 

13.12 If the Client uses any Deliverable without having paid all Fees, Strategem may: 

a. revoke any temporary access or licence; 

b. require the Deliverable to be removed from use; 

c. suspend or disable systems under Strategem’s control; 

d. seek injunctive or other legal relief; and 

e. claim the unpaid Fees and losses arising from unauthorised use. 

Third-Party Materials 

13.13 Third-Party Materials remain subject to the third party’s licence terms. 

13.14 The Client must comply with all applicable third-party licences, including restrictions on fonts, stock assets, plugins, themes, software and open-source code. 

13.15 Strategem cannot transfer rights that it does not own. 

 

14. Client Materials 

14.1 The Client retains ownership of its Client Materials. 

14.2 The Client grants Strategem and its subcontractors a non-exclusive, worldwide, royalty-free licence to copy, modify, host and otherwise use Client Materials as reasonably required to provide the Services. 

14.3 The Client warrants that: 

a. it owns the Client Materials or has all necessary permissions to use them; 

b. the Client Materials do not infringe third-party Intellectual Property Rights; 

c. the Client Materials are accurate and not misleading; 

d. their use will not breach confidentiality, privacy, data-protection or other legal obligations; 

e. they do not contain unlawful, defamatory, discriminatory or malicious material; and 

f. the Client has obtained all necessary releases and consents from identifiable individuals. 

14.4 Strategem may refuse to use any Client Material that it reasonably considers unlawful, unsafe, misleading, offensive or potentially infringing. 

14.5 Strategem is not obliged to investigate ownership, accuracy or legality of Client Materials. 

 

15. Third-party platforms and services 

15.1 Websites commonly rely on Third-Party Materials and services, including hosting providers, domain registrars, content-management systems, plugins, APIs, payment services, analytics tools and social-media platforms. 

15.2 Third-party charges are additional unless expressly included in the Proposal. 

15.3 Third-party services are governed by the provider’s own terms, policies, service levels and pricing. 

15.4 Strategem does not warrant that a third-party service will: 

a. remain available; 

b. remain compatible; 

c. continue to provide the same functionality; 

d. remain free of charge; 

e. comply with future laws or standards; or 

f. operate without interruption or security incidents. 

15.5 Strategem is not responsible for changes made by third-party providers after the Contract is formed. 

15.6 Work required because a third party changes, withdraws, restricts or discontinues a service is additional work. 

15.7 Where Strategem purchases a third-party service on the Client’s behalf, Strategem may require payment in advance and is not required to refund sums that cannot be recovered from the provider. 

 

16. Hosting, domains and ongoing support 

16.1 Hosting, domain management, software updates, backups, monitoring, maintenance and support are not included unless expressly stated in the Proposal or a separate agreement. 

16.2 Where Strategem arranges a domain or hosting service: 

a. it may act as the Client’s agent or reseller; 

b. the service remains subject to the provider’s terms; 

c. renewal remains the Client’s responsibility unless expressly included; 

d. Strategem may suspend the service where related invoices are overdue; and 

e. transfer is subject to payment of all Fees and any reasonable administration charge. 

16.3 The Client is responsible for maintaining accurate registrant and administrative contact information for its domains. 

16.4 Strategem is not liable for loss of a domain caused by inaccurate Client information, failure to pay renewal charges, a registry decision, a third-party dispute or circumstances beyond Strategem’s reasonable control. 

16.5 Unless maintenance is included, the Client becomes responsible after handover for: 

a. software and plugin updates; 

b. security patches; 

c. backups; 

d. user access and passwords; 

e. content changes; 

f. legal and regulatory updates; 

g. monitoring; and 

h. compatibility with future technology changes. 

 

17. Warranties and technical limitations 

17.1 Strategem warrants that it will provide the Services with reasonable care and skill. 

17.2 For 30 calendar days after launch, Strategem will use reasonable efforts to correct a reproducible material defect caused by Strategem’s failure to comply with the Proposal, provided that: 

a. the Client notifies Strategem promptly and in sufficient detail; 

b. all Fees have been paid; 

c. the website has not been modified by the Client or another supplier; 

d. the defect is not caused by Third-Party Materials, hosting, Client Materials or a change outside Strategem’s control; and 

e. the website is being used in the intended and supported environment. 

17.3 The correction obligation in clause 17.2 is the Client’s exclusive contractual remedy for a qualifying defect during that period. 

17.4 Strategem does not warrant that: 

a. a website will be entirely free from defects; 

b. operation will be uninterrupted; 

c. every potential security vulnerability will be eliminated; 

d. a website will achieve a particular search ranking, traffic level, conversion rate, sales result or commercial outcome; 

e. third-party platforms will remain available or compatible; 

f. the Deliverables will comply with laws or standards not expressly identified in the Proposal; 

g. a migration or redesign will preserve every historic search ranking, link, integration or data item; or 

h. the Deliverables will be fit for an undisclosed purpose. 

17.5 The Client acknowledges that software, websites and online services involve inherent technical, security and compatibility risks. 

 

18. Compliance and responsibility for published content 

18.1 The Client is the publisher and operator of the completed website. 

18.2 The Client is responsible for ensuring that its website, content, products, services, claims and data-processing activities comply with applicable laws, regulations, codes and industry requirements. 

18.3 This includes responsibility for: 

a. privacy notices and lawful processing of personal data; 

b. cookie and tracking consent; 

c. marketing permissions; 

d. accessibility obligations; 

e. consumer or customer information; 

f. e-commerce terms; 

g. pricing and product claims; 

h. intellectual-property clearances; 

i. equality and non-discrimination requirements; 

j. regulated-sector statements and approvals; and 

k. record-keeping obligations. 

18.4 Strategem does not provide legal advice. 

18.5 Any example, template, placeholder or suggested wording supplied by Strategem must be independently reviewed and approved by the Client before publication. 

18.6 Unless expressly included in the Proposal, Strategem does not warrant compliance with any particular accessibility standard, including WCAG, or with legislation applicable to public-sector websites. 

18.7 The Client is responsible for conducting any legal, accessibility, security or regulatory audit required for its operations. 

 

19. Data protection 

19.1 Each party must comply with applicable data-protection legislation in connection with the Contract. 

19.2 Unless otherwise agreed, the Client is the controller of personal data collected through or used in connection with the Client’s website. 

19.3 Strategem is not responsible for determining: 

a. the Client’s lawful basis for processing; 

b. what personal data the Client should collect; 

c. how long the Client should retain it; 

d. what privacy information the Client should provide; or 

e. whether the Client requires consent for cookies, marketing or tracking technology. 

19.4 To the extent that Strategem processes personal data on behalf of the Client, Strategem will: 

a. process it only on the Client’s documented instructions, including the Proposal and support instructions; 

b. ensure that persons authorised to process it are subject to confidentiality obligations; 

c. implement appropriate technical and organisational security measures proportionate to the processing; 

d. notify the Client without undue delay after becoming aware of a confirmed personal-data breach affecting data processed on the Client’s behalf; 

e. provide reasonable assistance with data-subject requests, security obligations, breach notifications and impact assessments; 

f. delete or return the personal data at the end of the relevant Services, unless retention is required by law; 

g. provide information reasonably necessary to demonstrate compliance with these obligations; and 

h. permit reasonable audits on prior notice, subject to confidentiality, security, proportionality and payment of Strategem’s reasonable costs unless the audit identifies a material breach by Strategem. 

19.5 The Client gives Strategem general written authorisation to appoint subprocessors reasonably required to deliver the Services. 

19.6 Strategem will require subprocessors processing Client personal data to enter into appropriate data-protection obligations. 

19.7 Strategem may replace or appoint subprocessors where reasonably required for operational or technical reasons. 

19.8 The Client must not instruct Strategem to process personal data unlawfully. 

19.9 Additional assistance, audits, data exports, deletion exercises or compliance work requested by the Client may be charged at Strategem’s standard rates unless required because of Strategem’s breach. 

19.10 The Proposal or a separate Data Processing Schedule may provide additional details regarding the subject matter, duration, nature and purpose of processing, categories of personal data and categories of data subjects. 

 

20. Confidentiality 

20.1 Each party must keep the other party’s Confidential Information confidential and use it only for purposes connected with the Contract. 

20.2 Confidential Information does not include information that: 

a. is or becomes public other than through a breach of confidence; 

b. was lawfully known by the receiving party without restriction; 

c. is received lawfully from a third party without restriction; 

d. is developed independently without use of the other party’s Confidential Information; or 

e. must be disclosed by law, court order or regulatory authority. 

20.3 A party may disclose Confidential Information to its employees, professional advisers, insurers, funders and subcontractors who need to know it and are subject to appropriate confidentiality obligations. 

20.4 These obligations continue for five years after termination, except for trade secrets and information that remains confidential by its nature, for which the obligations continue for as long as the information remains confidential. 

 

21. Publicity and portfolio use 

21.1 Unless the Proposal expressly states otherwise, after the website or Deliverables have been made public, Strategem may: 

a. identify the Client as a customer; 

b. display the Client’s name and logo; 

c. link to the public website; 

d. display screenshots or extracts of the Final Deliverables; and 

e. describe the nature of the project in portfolios, credentials, award submissions, case studies and marketing materials. 

21.2 Strategem will not disclose the Client’s non-public Confidential Information without permission. 

21.3 Any agreed restriction on portfolio use must be expressly stated in the Proposal. 

 

22. Liability 

22.1 Nothing in the Contract excludes or limits liability that cannot lawfully be excluded or limited, including liability for: 

a. death or personal injury caused by negligence; 

b. fraud or fraudulent misrepresentation; or 

c. any other liability that applicable law prohibits the parties from excluding. 

22.2 Subject to clause 22.1, Strategem is not liable for: 

a. loss of profit; 

b. loss of revenue; 

c. loss of business or opportunity; 

d. loss of contracts; 

e. loss of anticipated savings; 

f. loss of goodwill or reputation; 

g. loss, corruption or restoration of data; 

h. business interruption; 

i. wasted management or staff time; 

j. indirect or consequential loss; or 

k. losses arising from the Client’s failure to maintain appropriate backups, security, updates or business-continuity arrangements. 

22.3 Strategem is not liable for loss arising from: 

a. Client Materials or instructions; 

b. an act or omission of the Client or another supplier; 

c. Third-Party Materials or services; 

d. unauthorised changes to the Deliverables; 

e. use outside the purpose or environment identified in the Proposal; 

f. the Client’s failure to comply with legal or regulatory obligations; 

g. the Client’s failure to follow Strategem’s reasonable advice; 

h. cyberattack, malware or unauthorised access not caused by Strategem’s failure to exercise reasonable care; 

i. domain, hosting, DNS, email or internet failures outside Strategem’s control; or 

j. circumstances covered by clause 24. 

22.4 Subject to clauses 22.1 and 22.5, Strategem’s total aggregate liability arising out of or in connection with a Proposal, whether in contract, delict, negligence, misrepresentation, breach of statutory duty or otherwise, will not exceed 100% of the total Fees paid or payable under that Proposal. 

22.5 Where a claim relates solely to recurring hosting, maintenance or support services, Strategem’s aggregate liability for that claim will not exceed the Fees paid for those recurring services in the 12 months immediately preceding the event giving rise to the claim. 

22.6 The liability limitations apply to the fullest extent permitted by law and reflect: 

a. the Fees charged; 

b. the allocation of responsibilities under the Contract; 

c. the Client’s ability to maintain backups and insurance; 

d. the Client’s control over its business, content and legal compliance; and 

e. the availability of appropriate commercial insurance. 

22.7 Each separate limitation in this clause is intended to operate independently. 

 

23. Client indemnity 

23.1 The Client will indemnify Strategem against reasonable losses, liabilities, damages, costs and expenses, including reasonable legal expenses, arising from a third-party claim relating to: 

a. Client Materials; 

b. an allegation that Client Materials or Client instructions infringe third-party rights; 

c. the Client’s products, services, claims or published content; 

d. the Client’s breach of data-protection, privacy, marketing, accessibility or other legal obligations; 

e. modifications made by the Client or another supplier; 

f. use of the Deliverables outside the licence or purpose permitted by the Contract; or 

g. the Client’s material breach of clause 14. 

23.2 The indemnity does not apply to the extent that the claim was caused by Strategem’s negligence, wilful misconduct or breach of the Contract. 

23.3 Strategem must notify the Client reasonably promptly of an indemnified claim and allow the Client reasonable involvement in its defence, provided that the Client may not settle a claim in a manner that admits liability by Strategem or imposes obligations on Strategem without Strategem’s written approval. 

 

24. Events beyond reasonable control 

24.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including: 

a. internet or telecommunications failure; 

b. cyberattack or widespread security incident; 

c. failure of a hosting provider, cloud provider or third-party platform; 

d. industrial dispute; 

e. fire, flood, severe weather or natural disaster; 

f. epidemic or pandemic; 

g. war, terrorism or civil disorder; 

h. governmental or regulatory action; 

i. power failure; 

j. illness or unavailability of specialist personnel where suitable replacement cannot reasonably be arranged; or 

k. failure by a supplier or subcontractor caused by such an event. 

24.2 The affected party must take reasonable steps to reduce the impact. 

24.3 If such an event continues for more than 60 days, either party may terminate the affected Services by written notice. 

24.4 Termination under this clause does not affect Fees already due, work completed or non-cancellable commitments incurred. 

 

25. Assignment and subcontracting 

25.1 The Client may not assign, transfer, subcontract or otherwise dispose of its rights or obligations under the Contract without Strategem’s prior written consent. 

25.2 Strategem may: 

a. subcontract any part of the Services; 

b. assign the Contract to a member of its group or a purchaser of its business; and 

c. assign or transfer the right to receive payment. 

25.3 Strategem remains responsible for the performance of subcontracted Services to the same extent as if it had performed them itself, subject to the Contract. 

 

26. Notices 

26.1 Notices under the Contract must be in writing. 

26.2 A notice may be delivered by: 

a. email to the email address stated in the Proposal or most recently notified for contractual notices; 

b. recorded delivery to the registered office or principal business address of the recipient; or 

c. personal delivery. 

26.3 An email is treated as received on the next Business Day after sending, provided that the sender does not receive an automated delivery-failure notification. 

26.4 This clause does not apply to formal service of court proceedings. 

 

27. General provisions 

27.1 Entire agreement. The Contract constitutes the entire agreement concerning its subject matter and supersedes prior discussions, proposals and representations. 

27.2 Non-reliance. Each party acknowledges that it has not relied on any statement not expressly included in the Contract. 

27.3 Variation. No variation is effective unless recorded in the Proposal, an agreed Change Order or another written document approved by authorised representatives of both parties. 

27.4 Waiver. A delay or failure to exercise a right is not a waiver of that right. 

27.5 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable. If that is not possible, it will be deleted without affecting the remainder of the Contract. 

27.6 No partnership. Nothing in the Contract creates a partnership, joint venture, employment relationship or fiduciary relationship. 

27.7 No exclusivity. Strategem may provide similar services to other clients, including organisations operating in the same market, provided it complies with its confidentiality obligations. 

27.8 Third-party rights. A person who is not a party to the Contract has no right to enforce it. 

27.9 Counterparts and electronic acceptance. The Contract may be signed in counterparts and accepted electronically. Electronic signatures and copies have the same effect as originals. 

27.10 Survival. Clauses concerning payment, cancellation, Intellectual Property Rights, confidentiality, liability, indemnities and any provisions intended by their nature to continue will survive completion or termination. 

 

28. Governing law and jurisdiction 

28.1 The Contract and any dispute or non-contractual obligation arising from it are governed by the law of Scotland. 

28.2 The Scottish courts have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract. 

28.3 Nothing prevents Strategem from seeking urgent interim or protective relief in another court of competent jurisdiction where reasonably necessary to protect its Intellectual Property Rights, Confidential Information or entitlement to payment.