Terms of Business
These Terms were lasted updated and modified on 06/01/2026.
Terms of Business
These Terms of Business apply to all services provided by Clear Vertical Limited (“Clear Vertical”, “we”, “us” or “our”) to the client (“Client”, “you”). These Terms, together with any written proposal, quotation, statement of work or order confirmation, form the entire agreement between the parties and prevail over any other terms the Client may seek to impose.
Engagement of Clear Vertical, including written acceptance of a proposal or payment of an invoice, constitutes acceptance of these Terms.
1. Services and Basis of Engagement
Clear Vertical shall provide services with reasonable skill and care in accordance with generally accepted industry standards. Unless expressly agreed in writing, no guarantee is given as to specific commercial outcomes, performance metrics, rankings, traffic levels, leads, sales, or return on investment.
All estimates of time and cost are provided in good faith but are not binding unless expressly stated as fixed price in writing.
2. Time Recording and Charges
Where services are provided on a time and materials basis, time is recorded in minimum billing units of 15 minutes. Time may include work undertaken by employees, contractors, specialist partners, or the use of automated or AI-assisted tools where appropriate. Unless otherwise agreed in writing, Clear Vertical operates blended hourly rates by service category as follows:
- Website Services: £100 + VAT per hour
- Marketing Services: £100 + VAT per hour
- HubSpot Services: £150 + VAT per hour
- Consultancy Services: £175 + VAT per hour
Rates may be reviewed periodically with reasonable notice to the Client.
Any estimate of hours is indicative only. Where it becomes apparent that additional time will be required, we will use reasonable endeavours to notify the Client, but we are entitled to invoice for all time reasonably incurred.
3. Fixed Price Projects and Change Control
Where services are provided on a fixed price basis, the scope shall be limited to that expressly set out in the agreed proposal or statement of work.
Any request for changes, revisions, additional features, stylistic rework, or new requirements outside the agreed scope shall constitute a change request. Change requests may result in additional charges, revised delivery timescales, or both. No obligation exists to undertake change requests without written agreement.
4. Client Responsibilities
The Client shall provide all content, materials, feedback, approvals and information reasonably required to enable Clear Vertical to perform the services. Delays caused by the Client may result in revised delivery timescales and additional costs.
Where the Client fails to provide required information, instructions or approvals within a reasonable timeframe, Clear Vertical reserves the right to pause work and invoice for time already incurred.
5. Website Design and Creative Approval
Website design and creative services are inherently subjective. Clear Vertical shall design in accordance with the agreed brief, reference materials, brand guidelines, and industry best practice.
The Client acknowledges that personal preference or dissatisfaction with stylistic direction, where the work reasonably aligns with the agreed brief, does not constitute a failure to perform the services. Time spent on design, revisions or redevelopment remains chargeable regardless of whether the Client ultimately elects to proceed with the design.
Unless otherwise agreed, proposals include a reasonable number of design revisions. Excessive revisions or fundamental changes to direction shall be treated as chargeable change requests.
6. Intellectual Property
All intellectual property rights in materials supplied by the Client remain the property of the Client. The Client warrants that it has the right to use and provide such materials.
Upon full payment of all invoices due, Clear Vertical grants the Client a non-exclusive, perpetual, worldwide licence to use the final deliverables produced specifically for the Client’s use. Clear Vertical retains ownership of all underlying methodologies, know-how, frameworks, tools, templates, code libraries, and pre-existing materials.
Third-party software, licences, plugins, fonts or platforms are subject to their own licence terms and may require ongoing renewal at the Client’s expense.
7. AI-Assisted Services
Clear Vertical may use artificial intelligence, machine learning, or automated tools to assist in research, content generation, analysis, optimisation, reporting, software development, or operational efficiency.
AI-assisted tools are used to support and enhance professional delivery and do not replace human expertise, oversight, or judgement. All client-facing deliverables remain subject to review, editing, and approval by Clear Vertical prior to delivery.
The Client acknowledges that AI-assisted outputs may require refinement and that time spent reviewing, editing, validating, or adapting such outputs remains chargeable.
Clear Vertical does not guarantee originality, regulatory compliance, or third-party intellectual property clearance of AI-generated content unless expressly agreed in writing. The Client remains responsible for final approval and use of deliverables.
The Client further acknowledges that laws, regulations, and platform policies relating to artificial intelligence are evolving, and Clear Vertical shall not be liable for future changes affecting the use, acceptance, or permissibility of AI-assisted outputs.
7. Fees, Invoicing and Payment
Invoices are payable within 21 days of the invoice date unless otherwise stated. Clear Vertical reserves the right to invoice staged payments, milestone payments, or deposits as set out in the proposal.
Interest may be charged on overdue amounts at the statutory rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Clear Vertical reserves the right to suspend services where payment is overdue without prejudice to any other rights.
8. Expenses and Third-Party Costs
The Client shall reimburse all reasonable out-of-pocket expenses and approved third-party costs incurred in connection with the services. Ongoing licences, subscriptions, plugins or platforms remain the responsibility of the Client unless expressly agreed otherwise.
9. Term and Termination
Unless otherwise stated in a proposal or statement of work, these Terms shall commence on acceptance and shall continue for an initial minimum term of 90 days. Thereafter, the agreement shall automatically renew on a rolling basis.
Specific services may be subject to different contract lengths, notice periods, minimum commitments, pricing structures, or commercial terms, which shall be set out in the applicable proposal, statement of work, or service-specific terms. In the event of any conflict, the service-specific terms shall take precedence.
Either party may terminate the agreement for convenience by providing not less than 30 days’ written notice, such notice to be served prior to the end of the then-current term.
Clear Vertical may terminate immediately where the Client commits a material breach, including non-payment.
Upon termination, all outstanding invoices become immediately payable. Fees paid are non-refundable for work completed or time incurred up to the termination date.
Notice shall not take effect during the initial minimum term.
10. Dispute Resolution and Refunds
All fees relate to time, resources, and expertise provided. Once work has been undertaken, fees are non-refundable.
In the event of a dispute, the parties shall first seek to resolve the matter in good faith through senior management discussions. If unresolved, the parties agree to attempt mediation prior to commencing legal proceedings.
Nothing in this clause obliges Clear Vertical to provide refunds for services already delivered, staged, or invoiced.
11. Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded under applicable law.
Subject to the above, Clear Vertical’s total liability shall be limited to the total fees paid or payable by the Client under the relevant contract in the preceding 12 months. Clear Vertical shall not be liable for indirect, consequential or economic losses, including loss of profits, revenue, data or business opportunity.
12. Data Protection
Each party shall comply with applicable data protection legislation, including UK GDPR. Where Clear Vertical processes personal data on behalf of the Client, a separate data processing agreement may apply.
13. Non-Solicitation
The Client shall not solicit or employ any employee or contractor of Clear Vertical during the engagement and for a period of 12 months thereafter without prior written consent.
14. Force Majeure
Neither party shall be liable for failure or delay caused by circumstances beyond reasonable control.
16. Notices
Any notice under these Terms shall be in writing and shall be deemed properly served if sent by email to the last known business email address of the receiving party, or by recorded delivery to the registered office address. Notices shall be deemed received on the next business day following transmission or delivery.
17. Assignment
The Client may not assign, novate, or transfer this agreement without the prior written consent of Clear Vertical. Clear Vertical may assign or transfer this agreement as part of a business reorganisation, merger, or sale of assets.
18. General
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.
These Terms are governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
Please do not hesitate to contact us regarding any matter relating to these terms.
